GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Act — C-44 16
Powers of a corporation 16 (1) It is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors. Restricted business or powers (2) A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles. Rights preserved (3) No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act. 1974-75-76, c. 33, s. 16; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 17
No constructive notice 17 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed by the Director or is available for inspection at an office of the corporation. 1974-75-76, c. 33, s. 17; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 18
Authority of directors, officers and agents 18 (1) No corporation and no guarantor of an obligation of a corporation may assert against a person dealing with the corporation or against a person who acquired rights from the corporation that (a) the articles, by-laws and any unanimous shareholder agreement have not been complied with; (b) the persons named in the most recent notice sent to the Director under section 106 or 113 are not the directors of the corporation; (c) the place named in the most recent notice sent to the Director under section 19 is not the registered office of the corporation; (d) a person held out by a corporation as a director, officer, agent or mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for a director, officer, agent or mandatary; (e) a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or genuine; or (f) a sale, lease or exchange of property referred to in subsection 189(3) was not authorized. Exception (2) Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the corporation. R.S., 1985, c. C-44, s. 18; 2001, c. 14, s. 8; 2011, c. 21, s. 15(E)
Canada Business Corporations Act — C-44 19
Registered office 19 (1) A corporation shall at all times have a registered office in the province in Canada specified in its articles. Notice of registered office (2) A notice of registered office in the form that the Director fixes shall be sent to the Director together with any articles that designate or change the province where the registered office of the corporation is located. Change of address (3) The directors of a corporation may change the place and address of the registered office within the province specified in the articles. Notice of change of address (4) A corporation shall send to the Director, within fifteen days of any change of address of its registered office, a notice in the form that the Director fixes and the Director shall file it. R.S., 1985, c. C-44, s. 19; 2001, c. 14, s. 9; 2018, c. 8, s. 6(F)
Canada Business Corporations Act — C-44 20
Corporate records 20 (1) A corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, records containing (a) the articles and the by-laws, and all amendments thereto, and a copy of any unanimous shareholder agreement; (b) minutes of meetings and resolutions of shareholders; (c) copies of all notices required by section 106 or 113; and (d) a securities register that complies with section 50. Directors records (2) In addition to the records described in subsection (1), a corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committee thereof. Retention of accounting records (2.1) Subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period, a corporation shall retain the accounting records referred to in subsection (2) for a period of six years after the end of the financial year to which the records relate. Records of continued corporations (3) For the purposes of paragraph (1)(b) and subsection (2), where a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued. Place of directors records (4) The records described in subsection (2) shall be kept at the registered office of the corporation or at such other place as the directors think fit and shall at all reasonable times be open to inspection by the directors. Records in Canada (5) If accounting records of a corporation are kept outside Canada, accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis shall be kept at the registered office or any other place in Canada designated by the directors. When records or registers kept outside Canada (5.1) Despite subsections (1) and (5), but subject to the Income Tax Act , the Excise Tax Act , the Customs Act and any other Act administered by the Minister of National Revenue, a corporation may keep all or any of its corporate records and accounting records referred to in subsection (1) or (2) at a place outside Canada, if (a) the records are available for inspection, by means of a computer terminal or other technology, during regular office hours at the registered office or any other place in Canada designated by the directors; and (b) the corporation provides the technical assistance to facilitate an inspection referred to in paragraph (a). Offence (6) A corporation that, without reasonable cause, fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars. R.S., 1985, c. C-44, s. 20; 1994, c. 24, s. 8; 2001, c. 14, s. 10
Canada Business Corporations Act — C-44 21
r officer of the body corporate. Use of information or shareholder list (9) A list of shareholders or information from a securities register obtained under this section shall not be used by any person except in connection with (a) an effort to influence the voting of shareholders of the corporation; (b) an offer to acquire securities of the corporation; or (c) any other matter relating to the affairs of the corporation. Offence (10) A person who, without reasonable cause, contravenes this section 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. R.S., 1985, c. C-44, s. 21; 2001, c. 14, ss. 11, 135(E); 2011, c. 21, s. 16(E)
Canada Business Corporations Act — C-44 21.2
Inability to identify individuals 21.2 A corporation to which section 21.1 applies shall take prescribed steps if it is unable to identify any individuals with significant control over the corporation. 2018, c. 27, s. 183
Canada Business Corporations Act — C-44 21.21
Sending of information to Director 21.21 (1) A corporation to which section 21.1 applies shall send to the Director (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. 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. 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. 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. 2022, c. 10, s. 431 2023, c. 29, s. 2
Canada Business Corporations Act — C-44 21.3
Disclosure to Director 21.3 (1) A corporation to which section 21.1 applies shall disclose to the Director, on request, any information in its register of individuals with significant control. (2) [Repealed, 2023, c. 29, s. 3] (3) [Repealed, 2023, c. 29, s. 3] (4) [Repealed, 2023, c. 29, s. 3] (5) [Repealed, 2023, c. 29, s. 3] (6) [Repealed, 2023, c. 29, s. 3] 2018, c. 27, s. 183 2019, c. 29, s. 98(F) 2023, c. 29, s. 3
Canada Business Corporations Act — C-44 21.301
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. 432
Canada Business Corporations Act — C-44 21.302
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. 2023, c. 29, s. 4
Canada Business Corporations Act — C-44 21.303
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. 4
Canada Business Corporations Act — C-44 21.31
Disclosure to investigative bodies 21.31 (1) On request by an investigative body referred to in subsection (2), a corporation to which section 21.1 applies shall, as soon as feasible after the request is served on the corporation or deemed to be received by it, and in the manner specified by the investigative body, (a) provide the investigative body with a copy of the corporation’s register of individuals with significant control; or (b) disclose to the investigative body any information specified by the investigative body that is in the corporation’s register of individuals with significant control. Investigative bodies (2) The investigative bodies for the purpose of this section are (a) any police force; (b) the Canada Revenue Agency and any provincial body that has responsibilities similar to those of the Canada Revenue Agency; and (c) any prescribed body that has investigative powers in relation to offences referred to in the schedule. Requirement (3) An investigative body may make a request only if it has reasonable grounds to suspect that the copy of the register or the specified information would be relevant to investigating an offence referred to in the schedule and it also has reasonable grounds to suspect that (a) the corporation that is the subject of the request committed the offence or was used to (i) commit the offence, (ii) facilitate the commission of the offence, or (iii) protect from detection or punishment a person who has committed the offence; (b) an individual with significant control over the corporation that is the subject of the request is also an individual with significant control over a corporation that committed the offence or was used to do anything referred to in any of subparagraphs (a)(i) to (iii); or (c) an individual with significant control over the corporation that is the subject of the request is also an individual who, directly or indirectly, influences the affairs of an entity, other than a corporation, that committed the offence or was used to do anything referred to in any of subparagraphs (a)(i) to (iii). Service or sending of request (4) The request must be served on the corporation by leaving the request at the corporation’s registered office as shown in the last notice filed under section 19 or sent to the corporation by registered mail to that registered office and, if so sent, 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 corporation did not receive the request at that time or at all. Offence (5) A corporation that, without reasonable cause, contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine of not more than $100,000. Amendment to schedule (6) The Governor in Council may, by order, amend the schedule by adding or deleting a reference to an offence. 2019, c. 29, s. 99 2024, c. 17, s. 233
Canada Business Corporations Act — C-44 21.32
Record 21.32 (1) Every investigative body that makes a request under subsection 21.31(1) shall keep a record setting out the following: (a) the name of the corporation that was the subject of the request; (b) the reasonable grounds on which the request was based; (c) information respecting what was requested; (d) the date the request was served or deemed to have been received; (e) information respecting the service or the sending of the request; (f) all information received from the corporation in response to the request; and (g) any prescribed information. Report (2) Every investigative body that makes a request under subsection 21.31(1) shall, within 90 days after the end the calendar year in which the request was made, provide the Director with a report setting out the total number of requests made by it in that year and, in the case of the Royal Canadian Mounted Police and the Canada Revenue Agency, the number of requests made in each province. Non-application (3) Section 251 does not apply in respect of a contravention of subsection (1) or (2). 2019, c. 29, s. 99
Canada Business Corporations Act — C-44 21.4
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. Offence — recording of false or misleading information (2) Every director or officer of a corporation who knowingly records or knowingly authorizes, permits or acquiesces in the recording of false or misleading information in the register of the corporation referred to in subsection 21.1(1) commits an offence. Offence — provision of false or misleading information (3) Every director or officer of a corporation who knowingly provides or knowingly authorizes, permits or acquiesces in the provision to any person or entity of false or misleading information in relation to the register of the corporation referred to in subsection 21.1(1) commits an offence. Offence — subsection 21.1(4) (4) Every shareholder who knowingly contravenes subsection 21.1(4) commits an offence. Offence (5) A person who commits an offence under any of subsections (1) to (4) is liable (a) on summary conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding two years, or to both; or (b) on conviction on indictment, to a fine not exceeding $1,000,000 or to imprisonment for a term not exceeding five years, or to both. 2018, c. 27, s. 183 2019, c. 29, s. 100 2023, c. 29, s. 5 2024, c. 17, s. 234
Canada Business Corporations Act — C-44 22
Form of records 22 (1) All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time. Precautions (2) A corporation or its agents or mandataries shall take reasonable precautions to (a) prevent loss or destruction of, (b) prevent falsification of entries in, and (c) facilitate detection and correction of inaccuracies in the registers and other records required by this Act to be prepared and maintained. Offence (3) A person who, without reasonable cause, contravenes this section 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. R.S., 1985, c. C-44, s. 22; 2011, c. 21, s. 17(E)
Canada Business Corporations Act — C-44 23
Corporate seal 23 (1) A corporation may, but need not, adopt a corporate seal, and may change a corporate seal that is adopted. Validity of unsealed documents (2) A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it. R.S., 1985, c. C-44, s. 23; 2001, c. 14, s. 12; 2011, c. 21, s. 18(E)
Canada Business Corporations Act — C-44 24
Shares 24 (1) Shares of a corporation shall be in registered form and shall be without nominal or par value. Transitional (2) When a body corporate is continued under this Act, a share with nominal or par value issued by the body corporate before it was so continued is, for the purpose of subsection (1), deemed to be a share without nominal or par value. Rights attached to shares (3) Where a corporation has only one class of shares, the rights of the holders thereof are equal in all respects and include the rights (a) to vote at any meeting of shareholders of the corporation; (b) to receive any dividend declared by the corporation; and (c) to receive the remaining property of the corporation on dissolution. Rights to classes of shares (4) The articles may provide for more than one class of shares and, if they so provide, (a) the rights, privileges, restrictions and conditions attaching to the shares of each class shall be set out therein; and (b) the rights set out in subsection (3) shall be attached to at least one class of shares but all such rights are not required to be attached to one class. R.S., 1985, c. C-44, s. 24; R.S., 1985, c. 1 (4th Supp.), s. 45(F)
Canada Business Corporations Act — C-44 25
Issue of shares 25 (1) Subject to the articles, the by-laws and any unanimous shareholder agreement and to section 28, shares may be issued at such times and to such persons and for such consideration as the directors may determine. Shares non-assessable (2) Shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect thereof. Consideration (3) A share shall not be issued until the consideration for the share is fully paid in money or in property or past services that are not less in value than the fair equivalent of the money that the corporation would have received if the share had been issued for money. Consideration other than money (4) In determining whether property or past services are the fair equivalent of a money consideration, the directors may take into account reasonable charges and expenses of organization and reorganization and payments for property and past services reasonably expected to benefit the corporation. Definition of property (5) For the purposes of this section, property does not include a promissory note, or a promise to pay, that is made by a person to whom a share is issued, or a person who does not deal at arm’s length, within the meaning of that expression in the Income Tax Act , with a person to whom a share is issued. R.S., 1985, c. C-44, s. 25; 2001, c. 14, s. 13
Canada Business Corporations Act — C-44 26
tal or any stated capital account except in the manner provided in this Act. Exception for an open-end mutual fund (11) Subsections (1) to (10) and any other provisions of this Act relating to stated capital do not apply to an open-end mutual fund. Definition of open-end mutual fund (12) For the purposes of this section, open-end mutual fund means a distributing corporation that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable on the demand of a shareholder. R.S., 1985, c. C-44, s. 26; 2001, c. 14, s. 14; 2011, c. 21, s. 19(E)
Canada Business Corporations Act — C-44 27
Shares in series 27 (1) The articles may authorize, subject to any limitations set out in them, the issue of any class of shares in one or more series and may do either or both of the following: (a) fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series; or (b) authorize the directors to fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series. Series participation (2) If any cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital. Restrictions on series (3) No rights, privileges, restrictions or conditions attached to a series of shares authorized under this section shall confer on a series a priority in respect of dividends or return of capital over any other series of shares of the same class that are then outstanding. Amendment of articles (4) If the directors exercise their authority under paragraph (1)(b), they shall, before the issue of shares of the series, send, in the form that the Director fixes, articles of amendment to the Director to designate a series of shares. Certificate of amendment (5) On receipt of articles of amendment designating a series of shares, the Director shall issue a certificate of amendment in accordance with section 262. Effect of certificate (6) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment. R.S., 1985, c. C-44, s. 27; 2001, c. 14, s. 15