GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Act — C-44 225
Custody of documents 225 (1) A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the end of the prescribed period or of any shorter period fixed by an order made under subsection 223(5). Offence (2) A person who, without reasonable cause, contravenes subsection (1) 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. 225 2018, c. 8, s. 32
Canada Business Corporations Act — C-44 226
Definition of shareholder 226 (1) In this section, shareholder includes the heirs and personal representatives of a shareholder. Continuation of actions (2) Notwithstanding the dissolution of a body corporate under this Act, (a) a civil, criminal or administrative action or proceeding commenced by or against the body corporate before its dissolution may be continued as if the body corporate had not been dissolved; (b) a civil, criminal or administrative action or proceeding may be brought against the body corporate within two years after its dissolution as if the body corporate had not been dissolved; and (c) any property that would have been available to satisfy any judgment or order if the body corporate had not been dissolved remains available for such purpose. Service (3) Service of a document on a corporation after its dissolution may be effected by serving the document on a person shown in the last notice filed under section 106 or 113. Idem (3.1) Service of a document on a company to which the Canada Corporations Act , chapter C-32 of the Revised Statutes of Canada, 1970, applied that has been dissolved by subsection 261(8) of the Canada Business Corporations Act , chapter 33 of the Statutes of Canada, 1974-75-76 and chapter 9 of the Statutes of Canada, 1978-79, may be effected by serving the document on a person shown as a director in the last annual summary filed by the company pursuant to the Canada Corporations Act . Reimbursement (4) Notwithstanding the dissolution of a body corporate under this Act, a shareholder to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that shareholder on such distribution, and an action to enforce such liability may be brought within two years after the date of the dissolution of the body corporate. Representative action (5) A court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit and, if the plaintiff establishes a claim, the court may refer the proceedings to a referee or other officer of the court who may (a) add as a party to the proceedings each person who was a shareholder found by the plaintiff; (b) determine, subject to subsection (4), the amount that each person who was a shareholder shall contribute towards satisfaction of the plaintiff’s claim; and (c) direct payment of the amounts so determined. R.S., 1985, c. C-44, s. 226; 1992, c. 1, s. 57; 2001, c. 14, ss. 112, 135(E); 2011, c. 21, s. 65(F)
Canada Business Corporations Act — C-44 227
Unknown claimants 227 (1) On the dissolution of a body corporate under this Act, the portion of the property distributable to a creditor or shareholder who cannot be found shall be converted into money and paid to the Receiver General. Constructive satisfaction (2) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of such creditor or shareholder. Recovery (3) A person who establishes an entitlement to any moneys paid to the Receiver General under this Act shall be paid by the Receiver General an equivalent amount out of the Consolidated Revenue Fund. R.S., 1985, c. C-44, s. 227; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 228
Vesting in Crown 228 (1) Subject to subsection 226(2) and section 227, property of a body corporate that has not been disposed of at the date of its dissolution under this Act vests in Her Majesty in right of Canada. Return of property on revival (2) If a body corporate is revived as a corporation under section 209, any property, other than money, that vested in Her Majesty pursuant to subsection (1), that has not been disposed of shall be returned to the corporation and there shall be paid to the corporation out of the Consolidated Revenue Fund (a) an amount equal to any money received by Her Majesty pursuant to subsection (1); and (b) where property other than money vested in Her Majesty pursuant to subsection (1) and that property has been disposed of, an amount equal to the lesser of (i) the value of any such property at the date it vested in Her Majesty, and (ii) the amount realized by Her Majesty from the disposition of that property. 1974-75-76, c. 33, s. 221; 1978-79, c. 9, ss. 1(F), 70
Canada Business Corporations Act — C-44 229
Investigation 229 (1) A security holder or the Director may apply, ex parte or on such notice as the court may require, to a court having jurisdiction in the place where the corporation has its registered office for an order directing an investigation to be made of the corporation and any of its affiliated corporations. Grounds (2) If, on an application under subsection (1), it appears to the court that (a) the business of the corporation or any of its affiliates is or has been carried on with intent to defraud any person, (b) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted, or the powers of the directors are or have been exercised in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a security holder, (c) the corporation or any of its affiliates was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose, or (d) persons concerned with the formation, business or affairs of the corporation or any of its affiliates have in connection therewith acted fraudulently or dishonestly, the court may order an investigation to be made of the corporation and any of its affiliated corporations. Notice to Director (3) A security holder who makes an application under subsection (1) shall give the Director reasonable notice thereof and the Director is entitled to appear and be heard in person or by counsel. No security for costs (4) An applicant under this section is not required to give security for costs. Hearings in camera (5) An ex parte application under this section shall be heard in camera . Consent to publish proceedings required (6) No person may publish anything relating to ex parte proceedings under this section except with the authorization of the court or the written consent of the corporation being investigated. R.S., 1985, c. C-44, s. 229; 2001, c. 14, ss. 113(F), 135(E)
Canada Business Corporations Act — C-44 230
Powers of court 230 (1) In connection with an investigation under this Part, the court may make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order to investigate; (b) an order appointing an inspector, who may be the Director, fixing the remuneration of an inspector, and replacing an inspector; (c) an order determining the notice to be given to any interested person, or dispensing with notice to any person; (d) an order authorizing an inspector to enter any premises in which the court is satisfied there might be relevant information, and to examine any thing and make copies of any document or record found on the premises; (e) an order requiring any person to produce documents or records to the inspector; (f) an order authorizing an inspector to conduct a hearing, administer oaths, and examine any person on oath, and prescribing rules for the conduct of the hearing; (g) an order requiring any person to attend a hearing conducted by an inspector and to give evidence on oath; (h) an order giving directions to an inspector or any interested person on any matter arising in the investigation; (i) an order requiring an inspector to make an interim or final report to the court; (j) an order determining whether a report of an inspector should be published and, if so, ordering the Director to publish the report in whole or in part or to send copies to any person the court designates; (k) an order requiring an inspector to discontinue an investigation; and (l) an order requiring the corporation to pay the costs of the investigation. Copy of report (2) An inspector shall send to the Director a copy of every report made by the inspector under this Part. 1974-75-76, c. 33, s. 223; 1978-79, c. 9, ss. 1(F), 72
Canada Business Corporations Act — C-44 231
Power of inspector 231 (1) An inspector under this Part has the powers set out in the order appointing him. Exchange of information (2) In addition to the powers set out in the order appointing him, an inspector appointed to investigate a corporation may furnish to, or exchange information and otherwise cooperate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, any allegation of improper conduct that is the same as or similar to the conduct described in subsection 229(2). Court order (3) An inspector shall on request produce to an interested person a copy of any order made under subsection 230(1). 1974-75-76, c. 33, s. 224; 1978-79, c. 9, ss. 1(F), 73
Canada Business Corporations Act — C-44 232
Hearing in camera 232 (1) Any interested person may apply to the court for an order that a hearing conducted by an inspector under this Part be heard in camera and for directions on any matter arising in the investigation. Right to counsel (2) A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel. 1974-75-76, c. 33, s. 225; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 233
Criminating statements 233 No person is excused from attending and giving evidence and producing documents and records to an inspector under this Part by reason only that the evidence tends to criminate that person or subject that person to any proceeding or penalty, but no such evidence shall be used or is receivable against that person in any proceeding thereafter instituted against that person under an Act of Parliament, other than a prosecution under section 132 of the Criminal Code for perjury in giving the evidence or a prosecution under section 136 of the Criminal Code in respect of the evidence. R.S., 1985, c. C-44, s. 233; R.S., 1985, c. 27 (1st Supp.), s. 187
Canada Business Corporations Act — C-44 234
Absolute privilege (defamation) 234 Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege. 1974-75-76, c. 33, s. 227; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 235
Information respecting ownership and control 235 (1) If the Director is satisfied that, for the purposes of Part XI, XIII or XVII, or for the purposes of enforcing any regulation made under section 174, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to him or her or to any person the Director designates (a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and (b) the names and addresses of the persons with such an interest or right and of any person who acts or has acted in relation to the security on their behalf. Presumption (2) For the purposes of subsection (1), a person is deemed to have an interest or right in a security if (a) the person has a right to vote or to acquire or dispose of the security or any interest or right in it; (b) the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the security; or (c) any other person with an interest or right in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with the person’s instructions. Publication (3) The Director shall publish in a publication generally available to the public the particulars of information obtained by the Director under this section, if the particulars (a) are required to be disclosed by this Act or the regulations; and (b) have not previously been so disclosed. Offence (4) A person who fails to comply with 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. Officers, etc., of bodies corporate (5) Where a body corporate commits an offence under subsection (4), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is 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, whether or not the body corporate has been prosecuted or convicted. R.S., 1985, c. C-44, s. 235; 2001, c. 14, ss. 114, 135(E); 2011, c. 21, s. 66; 2018, c. 8, s. 33(F)
Canada Business Corporations Act — C-44 236
Solicitor-client privilege or professional secrecy 236 Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries. R.S., 1985, c. C-44, s. 236; 2001, c. 14, s. 135(E); 2011, c. 21, s. 67
Canada Business Corporations Act — C-44 237
Inquiries 237 (1) The Director may make inquiries of any person relating to compliance with this Act and may, as part of any inquiry, require the person to provide any records or other documents or information. Response (2) A person shall respond to any inquiry made under subsection (1). R.S., 1985, c. C-44, s. 237 2023, c. 29, s. 7
Canada Business Corporations Act — C-44 237.1
Definitions 237.1 The definitions in this section apply in this Part. financial interest , with respect to a corporation, includes (a) a security; (b) a title to or an interest in capital, assets, property, profits, earnings or royalties; (c) an option or other interest in, or a subscription to, a security; (d) an agreement under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets; (e) an agreement providing that money received will be repaid or treated as a subscription for shares, units or interests at the option of any person or the corporation; (f) a profit-sharing agreement or certificate; (g) a lease, claim or royalty in oil, natural gas or mining, or an interest in the lease, claim or royalty; (h) an income or annuity contract that is not issued by an insurance company governed by an Act of Parliament or a law of a province; (i) an investment contract; and (j) anything that is prescribed to be a financial interest. ( intérêt financier ) financial loss means a financial loss arising out of an error, omission or misstatement in financial information concerning a corporation that is required under this Act or the regulations. ( perte financière ) third party includes any subsequent party that is joined in proceedings before a court. ( Version anglaise seulement ) 2001, c. 14, s. 115
Canada Business Corporations Act — C-44 (a)
financial interest , with respect to a corporation, includes (a) a security; (b) a title to or an interest in capital, assets, property, profits, earnings or royalties; (c) an option or other interest in, or a subscription to, a security; (d) an agreement under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets; (e) an agreement providing that money received will be repaid or treated as a subscription for shares, units or interests at the option of any person or the corporation; (f) a profit-sharing agreement or certificate; (g) a lease, claim or royalty in oil, natural gas or mining, or an interest in the lease, claim or royalty; (h) an income or annuity contract that is not issued by an insurance company governed by an Act of Parliament or a law of a province; (i) an investment contract; and (j) anything that is prescribed to be a financial interest. ( intérêt financier )
Canada Business Corporations Act — C-44
financial loss means a financial loss arising out of an error, omission or misstatement in financial information concerning a corporation that is required under this Act or the regulations. ( perte financière )
Canada Business Corporations Act — C-44
third party includes any subsequent party that is joined in proceedings before a court. ( Version anglaise seulement )
Canada Business Corporations Act — C-44 237.2
Application of Part 237.2 (1) This Part applies to the apportionment of damages awarded to a plaintiff for financial loss after a court has found more than one defendant or third party responsible for the financial loss. Non-application of Part (2) This Part does not apply to an award of damages to any of the following plaintiffs: (a) Her Majesty in right of Canada or of a province; (b) an agent of Her Majesty in right of Canada or of a province or a federal or provincial Crown corporation or government agency, unless a substantial part of its activities involves trading, including making investments in, securities or other financial instruments; (c) a charitable organization, private foundation or public foundation within the meaning of subsection 149.1(1) of the Income Tax Act ; or (d) an unsecured creditor in respect of goods or services that the creditor provided to a corporation. 2001, c. 14, s. 115
Canada Business Corporations Act — C-44 237.3
Degree of responsibility 237.3 (1) Subject to this section and sections 237.4 to 237.6, every defendant or third party who has been found responsible for a financial loss is liable to the plaintiff only for the portion of the damages that corresponds to their degree of responsibility for the loss. Uncollectable amounts (2) If any part of the damages awarded against a responsible defendant or third party is uncollectable, the court may, on the application of the plaintiff, reallocate that amount to the other responsible defendants or third parties, if the application is made within one year after the date that the judgment was made enforceable. Reallocation (3) The amount that may be reallocated to each of the other responsible defendants or third parties under subsection (2) is calculated by multiplying the uncollectable amount by the percentage that corresponds to the degree of responsibility of that defendant or third party for the total financial loss. Maximum amount (4) The maximum amount determined under subsection (3), in respect of any responsible defendant or third party, may not be more than fifty per cent of the amount originally awarded against that responsible defendant or third party. 2001, c. 14, s. 115
Canada Business Corporations Act — C-44 237.4
Exception — fraud 237.4 (1) The plaintiff may recover the whole amount of the damages awarded by the court from any defendant or third party who has been held responsible for a financial loss if it was established that the defendant or third party acted fraudulently or dishonestly. Contribution (2) The defendant or third party referred to in subsection (1) is entitled to claim contribution from any other defendant or third party who is held responsible for the loss. 2001, c. 14, s. 115
Canada Business Corporations Act — C-44 237.5
Individual or personal body corporate 237.5 (1) Defendants and third parties referred to in subsection 237.2(1) are jointly and severally, or solidarily, liable for the damages awarded to a plaintiff who is an individual or a personal body corporate and who (a) had a financial interest in a corporation on the day that an error, omission or misstatement in financial information concerning the corporation occurred, or acquired a financial interest in the period between the day that the error, omission or misstatement occurred and the day, as determined by the court, that it was generally disclosed; and (b) has established that the value of the plaintiff’s total financial interest in the corporation was not more than the prescribed amount at the close of business on the day that the error, omission or misstatement occurred or at the close of business on any day that the plaintiff acquired a financial interest in the period referred to in paragraph (a). Exception (1.1) Subsection (1) does not apply when the plaintiff brings the action as a member of a partnership or other association or as a trustee in bankruptcy, liquidator, receiver or sequestrator of a body corporate. Interpretation (2) For the purposes of this section, (a) a personal body corporate is a body corporate that is not actively engaged in any financial, commercial or industrial business and that is controlled by an individual, or by a group of individuals who are connected by marriage, common-law partnership or any legal parent-child relationship or are connected indirectly by a combination of those relationships, whether or not the individuals through whom they are connected are members of the group; and (b) a common-law partnership is a relationship between two persons who are cohabiting with each other in a conjugal relationship and have done so for a period of at least one year. 2001, c. 14, s. 115; 2005, c. 33, s. 5; 2011, c. 21, s. 68(E)
Canada Business Corporations Act — C-44 237.6
Equitable grounds 237.6 (1) If the value of the plaintiff’s total financial interest referred to in subsection 237.5(1) is greater than the prescribed amount, a court may nevertheless determine that the defendants and third parties are jointly and severally, or solidarily, liable if the court considers that it is just and reasonable to do so. Factors (2) The Governor in Council may establish factors that the court shall take into account in deciding whether to hold the defendants and third parties jointly and severally, or solidarily, liable. Statutory Instruments Act (3) The Statutory Instruments Act does not apply to the factors referred to in subsection (2), but the factors shall be published in Part I of the Canada Gazette . 2001, c. 14, s. 115
Canada Business Corporations Act — C-44 237.7
Value of security 237.7 (1) When, in order to establish the value of the total financial interest referred to in subsection 237.5(1), it is necessary to determine the value of a security that is traded on an organized market, the value of the security is, on the day specified in subsection (3), (a) the closing price of that class of security; (b) if no closing price is given, the average of the highest and lowest prices of that class of security; or (c) if the security was not traded, the average of the bid and ask prices of that class of security. Court may adjust value (2) The court may adjust the value of a security that has been determined under subsection (1) when the court considers it reasonable to do so. Valuation day (3) The value of the security is to be determined as of the day that the error, omission or misstatement occurred. If the security was acquired in the period between that day and the day, as determined by the court, that the error, omission or misstatement was generally disclosed, the value is to be determined as of the day that it was acquired. Definition of organized market (4) In this section, organized market means a recognized exchange for a class of securities or a market that regularly publishes the price of that class of securities in a publication that is generally available to the public. 2001, c. 14, s. 115; 2018, c. 8, s. 34(F)