GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Act — C-44 113
Notice of change of director or director’s address 113 (1) A corporation shall, within fifteen days after (a) a change is made among its directors, or (b) it receives a notice of change of address of a director referred to in subsection (1.1), send to the Director a notice, in the form that the Director fixes, setting out the change, and the Director shall file the notice. Director’s change of address (1.1) A director shall, within fifteen days after changing his or her address, send the corporation a notice of that change. Application to court (2) Any interested person, or the Director, may apply to a court for an order to require a corporation to comply with subsection (1), and the court may so order and make any further order it thinks fit. R.S., 1985, c. C-44, s. 113; 2001, c. 14, s. 42
Canada Business Corporations Act — C-44 114
Meeting of directors 114 (1) Unless the articles or by-laws otherwise provide, the directors may meet at any place and on such notice as the by-laws require. Quorum (2) Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors, and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. Canadian directors present at meetings (3) Directors, other than directors of a corporation referred to in subsection 105(4), shall not transact business at a meeting of directors unless, (a) if the corporation is subject to subsection 105(3), at least twenty-five per cent of the directors present are resident Canadians or, if the corporation has less than four directors, at least one of the directors present is a resident Canadian; or (b) if the corporation is subject to subsection 105(3.1), a majority of directors present are resident Canadians or if the corporation has only two directors, at least one of the directors present is a resident Canadian. Exception (4) Despite subsection (3), directors may transact business at a meeting of directors where the number of resident Canadian directors, required under that subsection, is not present if (a) a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and (b) the required number of resident Canadian directors would have been present had that director been present at the meeting. Notice of meeting (5) A notice of a meeting of directors shall specify any matter referred to in subsection 115(3) that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not specify the purpose of or the business to be transacted at the meeting. Waiver of notice (6) A director may in any manner waive a notice of a meeting of directors; and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Adjournment (7) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. One director meeting (8) Where a corporation has only one director, that director may constitute a meeting. Participation (9) Subject to the by-laws, a director may, in accordance with the regulations, if any, and if all the directors of the corporation consent, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such a meeting by such means is deemed for the purposes of this Act to be present at that meeting. R.S., 1985, c. C-44, s. 114; 2001, c. 14, s. 43
Canada Business Corporations Act — C-44 115
Delegation 115 (1) Directors of a corporation may appoint from their number a managing director who is a resident Canadian or a committee of directors and delegate to such managing director or committee any of the powers of the directors. (2) [Repealed, 2001, c. 14, s. 44] Limits on authority (3) Notwithstanding subsection (1), no managing director and no committee of directors has authority to (a) submit to the shareholders any question or matter requiring the approval of the shareholders; (b) fill a vacancy among the directors or in the office of auditor, or appoint additional directors; (c) issue securities except as authorized by the directors; (c.1) issue shares of a series under section 27 except as authorized by the directors; (d) declare dividends; (e) purchase, redeem or otherwise acquire shares issued by the corporation; (f) pay a commission referred to in section 41 except as authorized by the directors; (g) approve a management proxy circular referred to in Part XIII; (h) approve a take-over bid circular or directors’ circular referred to in Part XVII; (i) approve any financial statements referred to in section 155; or (j) adopt, amend or repeal by-laws. R.S., 1985, c. C-44, s. 115; 2001, c. 14, s. 44
Canada Business Corporations Act — C-44 116
Validity of acts of directors and officers 116 An act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification. R.S., 1985, c. C-44, s. 116; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 117
Resolution in lieu of meeting 117 (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors. Filing resolution (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors. Evidence (3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. R.S., 1985, c. C-44, s. 117; 2001, c. 14, s. 45
Canada Business Corporations Act — C-44 118
Directors’ liability 118 (1) Directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 25 for a consideration other than money are jointly and severally, or solidarily, liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution. Further directors’ liabilities (2) Directors of a corporation who vote for or consent to a resolution authorizing any of the following are jointly and severally, or solidarily, liable to restore to the corporation any amounts so distributed or paid and not otherwise recovered by the corporation: (a) a purchase, redemption or other acquisition of shares contrary to section 34, 35 or 36; (b) a commission contrary to section 41; (c) a payment of a dividend contrary to section 42; (d) a payment of an indemnity contrary to section 124; or (e) a payment to a shareholder contrary to section 190 or 241. Contribution (3) A director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded. Recovery (4) A director liable under subsection (2) is entitled to apply to a court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 34, 35, 36, 41, 42, 124, 190 or 241. Order of court (5) In connection with an application under subsection (4) a court may, if it is satisfied that it is equitable to do so, (a) order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 34, 35, 36, 41, 42, 124, 190 or 241; (b) order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; or (c) make any further order it thinks fit. No liability (6) A director who proves that the director did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money is not liable under subsection (1). Limitation (7) An action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of. R.S., 1985, c. C-44, s. 118; 2001, c. 14, ss. 46, 135(E)
Canada Business Corporations Act — C-44 119
Liability of directors for wages 119 (1) Directors of a corporation are jointly and severally, or solidarily, liable to employees of the corporation for all debts not exceeding six months wages payable to each such employee for services performed for the corporation while they are such directors respectively. Conditions precedent to liability (2) A director is not liable under subsection (1) unless (a) the corporation has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part; (b) the corporation has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proved within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or (c) the corporation has made an assignment or a bankruptcy order has been made against it under the Bankruptcy and Insolvency Act and a claim for the debt has been proved within six months after the date of the assignment or bankruptcy order. Limitation (3) A director, unless sued for a debt referred to in subsection (1) while a director or within two years after ceasing to be a director, is not liable under this section. Amount due after execution (4) Where execution referred to in paragraph (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution. Subrogation of director (5) A director who pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings is entitled to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and (b) elsewhere in Canada, entitled to an assignment of the judgment. Contribution (6) A director who has satisfied a claim under this section is entitled to contribution from the other directors who were liable for the claim. R.S., 1985, c. C-44, s. 119; 1992, c. 27, s. 90; 2001, c. 14, ss. 47, 135(E); 2004, c. 25, s. 187; 2011, c. 21, s. 51
Canada Business Corporations Act — C-44 120
during the usual business hours of the corporation. Avoidance standards (7) A contract or transaction for which disclosure is required under subsection (1) is not invalid, and the director or officer is not accountable to the corporation or its shareholders for any profit realized from the contract or transaction, because of the director’s or officer’s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of directors or committee of directors that considered the contract or transaction, if (a) disclosure of the interest was made in accordance with subsections (1) to (6); (b) the directors approved the contract or transaction; and (c) the contract or transaction was reasonable and fair to the corporation when it was approved. Confirmation by shareholders (7.1) Even if the conditions of subsection (7) are not met, a director or officer, acting honestly and in good faith, is not accountable to the corporation or to its shareholders for any profit realized from a contract or transaction for which disclosure is required under subsection (1), and the contract or transaction is not invalid by reason only of the interest of the director or officer in the contract or transaction, if (a) the contract or transaction is approved or confirmed by special resolution at a meeting of the shareholders; (b) disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and (c) the contract or transaction was reasonable and fair to the corporation when it was approved or confirmed. Application to court (8) If a director or an officer of a corporation fails to comply with this section, a court may, on application of the corporation or any of its shareholders, set aside the contract or transaction on any terms that it thinks fit, or require the director or officer to account to the corporation for any profit or gain realized on it, or do both those things. R.S., 1985, c. C-44, s. 120; 2001, c. 14, s. 48; 2011, c. 21, s. 52(E)
Canada Business Corporations Act — C-44 121
Officers 121 Subject to the articles, the by-laws or any unanimous shareholder agreement, (a) the directors may designate the offices of the corporation, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the corporation, except powers to do anything referred to in subsection 115(3); (b) a director may be appointed to any office of the corporation; and (c) two or more offices of the corporation may be held by the same person. R.S., 1985, c. C-44, s. 121; 2001, c. 14, s. 49(F)
Canada Business Corporations Act — C-44 122
Duty of care of directors and officers 122 (1) Every director and officer of a corporation in exercising their powers and discharging their duties shall (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Best interests of the corporation (1.1) When acting with a view to the best interests of the corporation under paragraph (1)(a), the directors and officers of the corporation may consider, but are not limited to, the following factors: (a) the interests of (i) shareholders, (ii) employees, (iii) retirees and pensioners, (iv) creditors, (v) consumers, and (vi) governments; (b) the environment; and (c) the long-term interests of the corporation. Duty to comply (2) Every director and officer of a corporation shall comply with this Act, the regulations, articles, by-laws and any unanimous shareholder agreement. No exculpation (3) Subject to subsection 146(5), no provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves them from liability for a breach thereof. R.S., 1985, c. C-44, s. 122; 1994, c. 24, s. 13(F); 2001, c. 14, s. 135(E) 2019, c. 29, s. 141
Canada Business Corporations Act — C-44 123
Dissent 123 (1) A director who is present at a meeting of directors or committee of directors is deemed to have consented to any resolution passed or action taken at the meeting unless (a) the director requests a dissent to be entered in the minutes of the meeting, or the dissent has been entered in the minutes; (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or (c) the director sends a dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned. Loss of right to dissent (2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1). Dissent of absent director (3) A director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented thereto unless within seven days after becoming aware of the resolution, the director aware or the resolution, the director (a) causes a dissent to be placed with the minutes of the meeting; or (b) sends a dissent by registered mail or delivers it to the registered office of the corporation. Defence — reasonable diligence (4) A director is not liable under section 118 or 119, and has complied with his or her duties under subsection 122(2), if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on (a) financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or (b) a report of a person whose profession lends credibility to a statement made by the professional person. Defence — good faith (5) A director has complied with his or her duties under subsection 122(1) if the director relied in good faith on (a) financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation fairly to reflect the financial condition of the corporation; or (b) a report of a person whose profession lends credibility to a statement made by the professional person. R.S., 1985, c. C-44, s. 123; 2001, c. 14, ss. 50, 135(E)
Canada Business Corporations Act — C-44 125
Remuneration 125 Subject to the articles, the by-laws or any unanimous shareholder agreement, the directors of a corporation may fix the remuneration of the directors, officers and employees of the corporation. 1974-75-76, c. 33, s. 120; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 126
Definitions 126 (1) In this Part, business combination means an acquisition of all or substantially all the property of one body corporate by another, or an amalgamation of two or more bodies corporate, or any similar reorganization between or among two or more bodies corporate; ( regroupement d’entreprises ) distributing corporation [Repealed, 2001, c. 14, s. 52] insider means, except in section 131, (a) a director or officer of a distributing corporation; (b) a director or officer of a subsidiary of a distributing corporation; (c) a director or officer of a body corporate that enters into a business combination with a distributing corporation; and (d) a person employed or retained by a distributing corporation; ( initié ) officer means 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 an entity, or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any of those offices; ( dirigeant ) share means a share carrying voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes (a) a security currently convertible into such a share, and (b) currently exercisable options and rights to acquire such a share or such a convertible security. ( action ) Further interpretation (2) For the purposes of this Part, (a) a director or an officer of a body corporate that beneficially owns, directly or indirectly, shares of a distributing corporation, or that exercises control or direction over shares of the distributing corporation, or that has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the distributing corporation not including shares held by the body corporate as underwriter while those shares are in the course of a distribution to the public is deemed to be an insider of the distributing corporation; (b) a director or an officer of a body corporate that is a subsidiary is deemed to be an insider of its holding distributing corporation; (c) a person is deemed to beneficially own shares that are beneficially owned by a body corporate controlled directly or indirectly by the person; (d) a body corporate is deemed to own beneficially shares beneficially owned by its affiliates; and (e) the acquisition or disposition by an insider of an option or right to acquire a share is deemed to be a change in the beneficial ownership of the share to which the option or right to acquire relates. (3) and (4) [Repealed, 2001, c. 14, s. 52] R.S., 1985, c. C-44, s. 126; 1994, c. 24, s. 14(F); 2001, c. 14, ss. 52, 135(E); 2018, c. 8, s. 14(F)
Canada Business Corporations Act — C-44
business combination means an acquisition of all or substantially all the property of one body corporate by another, or an amalgamation of two or more bodies corporate, or any similar reorganization between or among two or more bodies corporate; ( regroupement d’entreprises )
Canada Business Corporations Act — C-44
distributing corporation [Repealed, 2001, c. 14, s. 52]
Canada Business Corporations Act — C-44 (a)
insider means, except in section 131, (a) a director or officer of a distributing corporation; (b) a director or officer of a subsidiary of a distributing corporation; (c) a director or officer of a body corporate that enters into a business combination with a distributing corporation; and (d) a person employed or retained by a distributing corporation; ( initié )
Canada Business Corporations Act — C-44
officer means 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 an entity, or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any of those offices; ( dirigeant )
Canada Business Corporations Act — C-44 (a)
share means a share carrying voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes (a) a security currently convertible into such a share, and (b) currently exercisable options and rights to acquire such a share or such a convertible security. ( action )
Canada Business Corporations Act — C-44 127 to 129
127 to 129 [Repealed, 2001, c. 14, s. 53]
Canada Business Corporations Act — C-44 130
Prohibition of short sale 130 (1) An insider shall not knowingly sell, directly or indirectly, a security of a distributing corporation or any of its affiliates if the insider selling the security does not own or has not fully paid for the security to be sold. Calls and puts (2) An insider shall not knowingly, directly or indirectly, sell a call or buy a put in respect of a security of the corporation or any of its affiliates. Exception (3) Despite subsection (1), an insider may sell a security they do not own if they own another security convertible into the security sold or an option or right to acquire the security sold and, within ten days after the sale, they (a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or (b) transfer the convertible security, option or right to the purchaser. Offence (4) An insider who contravenes subsection (1) or (2) is guilty of an offence and liable on summary conviction to a fine not exceeding the greater of one million dollars and three times the profit made, or to imprisonment for a term not exceeding six months or to both. R.S., 1985, c. C-44, s. 130; 2001, c. 14, s. 54