Canada Business Corporations Act — C-44 2
ector by whatever name called and directors and board of directors includes a single director; ( administrateur et conseil d’administration ) distributing corporation means, subject to subsections (6) and (7), a distributing corporation as defined in the regulations; ( société ayant fait appel au public ) entity means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization; ( entité ) going-private transaction means a going-private transaction as defined in the regulations; ( opération de fermeture ) incapable , in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada; ( incapable ) incorporator means a person who signs articles of incorporation; ( fondateur ) individual means a natural person; ( particulier ) liability includes a debt of a corporation arising under section 40, subsection 190(25) and paragraphs 241(3)(f) and (g); ( passif ) mandatary , in Quebec, includes a successor; ( mandataire ) Minister means such member of the Queen’s Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of this Act; ( ministre ) officer means an individual appointed as an officer under section 121, the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager, a managing director, of a corporation, or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any of those offices; ( dirigeant ) ordinary resolution means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution; ( résolution ordinaire ) person means an individual, partnership, association, body corporate, or personal representative; ( personne ) personal representative means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney; ( représentant personnel ) prescribed means prescribed by the regulations; ( prescrit ou réglementaire ) prior legislation means the various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any financial institution as defined in section 2 of the Bank Act ; ( législation antérieure ) put means an option transferable by delivery to deliver a specified number or amount of securities at a fixed price within a specified time; ( option de vente ) redeemable share means a share issued by a corporation (a) that the corporation may purchase or redeem on the demand of the corporation, or (b) that the corporation is required by its articles to purchase or redeem at a specified time or on the demand of a shareholder; ( action rachetable ) resident Canadian means an individual who is (a) a Canadian citizen ordinarily resident in Canada, (b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or (c) a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which he or she first became eligible to apply for Canadian citizenship; ( résident canadien ) security means a share of any class or series of shares or a debt obligation of a corporation and includes a certificate evidencing such a share or debt obligation; ( valeur mobilière ) security interest means