GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Act — C-44 237.8
Court determines value 237.8 (1) The court shall determine the value of all or any part of a financial interest that is subject to resale restrictions or for which there is no organized market. Factors (2) The Governor in Council may establish factors that the court may take into account in determining value under subsection (1). 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-44 237.9
Application to determine value 237.9 The plaintiff may, by application made at any time before or during the course of the proceedings, request the court to determine the value of the plaintiff’s financial interest for the purpose of subsection 237.5(1). 2001, c. 14, s. 115
Canada Business Corporations Act — C-44 238
Definitions 238 In this Part, action means an action under this Act; ( action ) complainant means (a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a corporation or any of its affiliates, (b) a director or an officer or a former director or officer of a corporation or any of its affiliates, (c) the Director, or (d) any other person who, in the discretion of a court, is a proper person to make an application under this Part. ( plaignant ) 1974-75-76, c. 33, s. 231; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44
action means an action under this Act; ( action )
Canada Business Corporations Act — C-44 (a)
complainant means (a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a corporation or any of its affiliates, (b) a director or an officer or a former director or officer of a corporation or any of its affiliates, (c) the Director, or (d) any other person who, in the discretion of a court, is a proper person to make an application under this Part. ( plaignant )
Canada Business Corporations Act — C-44 239
Commencing derivative action 239 (1) Subject to subsection (2), a complainant may apply to a court for leave to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate. Conditions precedent (2) No action may be brought and no intervention in an action may be made under subsection (1) unless the court is satisfied that (a) the complainant has given notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court under subsection (1) not less than fourteen days before bringing the application, or as otherwise ordered by the court, if the directors of the corporation or its subsidiary do not bring, diligently prosecute or defend or discontinue the action; (b) the complainant is acting in good faith; and (c) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued. R.S., 1985, c. C-44, s. 239; 2001, c. 14, s. 116
Canada Business Corporations Act — C-44 240
Powers of court 240 In connection with an action brought or intervened in under section 239, the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order authorizing the complainant or any other person to control the conduct of the action; (b) an order giving directions for the conduct of the action; (c) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; and (d) an order requiring the corporation or its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action. 1974-75-76, c. 33, s. 233; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 242
Evidence of shareholder approval not decisive 242 (1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or may be approved by the shareholders of such body corporate, but evidence of approval by the shareholders may be taken into account by the court in making an order under section 214, 240 or 241. Court approval to discontinue (2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant. No security for costs (3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part. Interim costs (4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable for such interim costs on final disposition of the application or action. R.S., 1985, c. C-44, s. 242; 2001, c. 14, s. 118(F); 2011, c. 21, s. 69
Canada Business Corporations Act — C-44 243
Application to court to rectify records 243 (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a security holder of the corporation or any aggrieved person may apply to a court for an order that the registers or records be rectified. Notice to Director (2) An applicant under this section shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel. Powers of court (3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order requiring the registers or other records of the corporation to be rectified; (b) an order restraining the corporation from calling or holding a meeting of shareholders or paying a dividend before such rectification; (c) an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation, whether the issue arises between two or more security holders or alleged security holders, or between the corporation and any security holders or alleged security holders; and (d) an order compensating a party who has incurred a loss. R.S., 1985, c. C-44, s. 243; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 244
Application for directions 244 The Director may apply to a court for directions in respect of any matter concerning the Director’s duties under this Act, and on such application the court may give such directions and make such further order as it thinks fit. R.S., 1985, c. C-44, s. 244; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 245
Notice of refusal by Director 245 (1) If the Director refuses to file any articles or other document that this Act requires the Director to file before the articles or other document become effective, the Director shall, within twenty days after receiving them or twenty days after receiving any approval that may be required under any other Act, whichever is later, give written notice of the refusal to the person who sent the articles or document, giving reasons. Deemed refusal (2) If the Director does not file or give written notice of the refusal to file any articles or document within the time limited therefor in subsection (1), the Director is deemed for the purposes of section 246 to have refused to file the articles or document. R.S., 1985, c. C-44, s. 245; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 246
Appeal from Director’s decision 246 A person who feels aggrieved by a decision of the Director referred to in any of paragraphs (a) to (g) may apply to a court for an order, including an order requiring the Director to change the decision (a) to refuse to file in the form submitted any articles or other document required by this Act to be filed; (b) to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 12; (c) to grant, or to refuse to grant, an exemption that may be granted under this Act and the regulations; (d) to refuse under subsection 187(11) to permit a continued reference to shares having a nominal or par value; (e) to refuse to issue a certificate of discontinuance under section 188 or a certificate attesting that as of a certain date the corporation exists under subsection 263.1(2); (f) to issue, or to refuse to issue, a certificate of revival under section 209, or the decision with respect to the terms for revival imposed by the Director; (f.1) to correct, or to refuse to correct, articles, a notice, a certificate or other document under section 265; (f.2) to cancel, or to refuse to cancel, the articles and related certificate under section 265.1; or (g) to dissolve a corporation under section 212. The Court may make any order it thinks fit. R.S., 1985, c. C-44, s. 246; 1999, c. 31, s. 65; 2001, c. 14, s. 119
Canada Business Corporations Act — C-44 247
Restraining or compliance order 247 If a corporation or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation does not comply with this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right they have, apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions of this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, and on such application the court may so order and make any further order it thinks fit. R.S., 1985, c. C-44, s. 247; 2001, c. 14, s. 135(E); 2011, c. 21, s. 70(E)
Canada Business Corporations Act — C-44 248
Summary application to court 248 Where this Act states that a person may apply to a court, the application may be made in a summary manner by petition, originating notice of motion, or otherwise as the rules of the court provide, and subject to any order respecting notice to interested parties or costs, or any other order the court thinks fit. 1974-75-76, c. 33, s. 241; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 249
Appeal of final order 249 (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act. Appeal with leave (2) An appeal lies to the court of appeal of a province from any order other than a final order made by a court of that province, only with leave of the court of appeal in accordance with the rules applicable to that court. R.S., 1985, c. C-44, s. 249; 2001, c. 14, s. 120
Canada Business Corporations Act — C-44 250
Offences with respect to reports 250 (1) A person who makes or assists in making a report, return, notice or other document required by this Act or the regulations to be sent to the Director or to any other person that (a) contains an untrue statement of a material fact, or (b) omits to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made 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 (2) Where a body corporate commits an offence under subsection (1), 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. Immunity (3) No person is guilty of an offence under subsection (1) or (2) if the person did not know, and in the exercise of reasonable diligence could not have known, of the untrue statement or omission. Register of individuals with significant control (4) For greater certainty, a register referred to in subsection 21.1(1) or an extract from it is not a report, return, notice or other document for the purposes of this section. R.S., 1985, c. C-44, s. 250; 2001, c. 14, s. 135(E) 2018, c. 27, s. 184
Canada Business Corporations Act — C-44 251
Offence 251 Every person who, without reasonable cause, contravenes a provision of this Act or the regulations for which no punishment is provided is guilty of an offence punishable on summary conviction. 1974-75-76, c. 33, s. 244; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 252
Order to comply 252 (1) Where a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted. Limitation period (2) A prosecution for an offence under this Act may be instituted at any time within but not later than two years after the time when the subject-matter of the complaint arose. Civil remedy not affected (3) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act. R.S., 1985, c. C-44, s. 252; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 252.1
Definitions 252.1 The definitions in this section apply in this Part. electronic document means, except in section 252.6, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means. ( document électronique ) information system means a system used to generate, send, receive, store, or otherwise process an electronic document. ( système d’information ) 2001, c. 14, s. 121
Canada Business Corporations Act — C-44
electronic document means, except in section 252.6, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means. ( document électronique )
Canada Business Corporations Act — C-44
information system means a system used to generate, send, receive, store, or otherwise process an electronic document. ( système d’information )
Canada Business Corporations Act — C-44 252.2
Application 252.2 This Part does not apply to a notice, document or other information sent to or issued by the Director pursuant to this Act or to any prescribed notice, document or other information. 2001, c. 14, s. 121
Canada Business Corporations Act — C-44 252.3
Use not mandatory 252.3 (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document. Consent and other requirements (2) Despite anything in this Part, a requirement under this Act or the regulations to provide a person with a notice, document or other information is not satisfied by the provision of an electronic document unless (a) the addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; and (b) the electronic document is provided to the designated information system, unless otherwise prescribed. Revocation of consent (3) An addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed. 2001, c. 14, s. 121
Canada Business Corporations Act — C-44 252.4
Creation and provision of information 252.4 A requirement under this Act or the regulations that a notice, document or other information be created or provided, is satisfied by the creation or provision of an electronic document if (a) the by-laws or the articles of the corporation do not provide otherwise; and (b) the regulations, if any, have been complied with. 2001, c. 14, s. 121
Canada Business Corporations Act — C-44 252.5
Creation of information in writing 252.5 (1) A requirement under this Act or the regulations that a notice, document or other information be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions in section 252.4, (a) the information in the electronic document is accessible so as to be usable for subsequent reference; and (b) the regulations pertaining to this subsection, if any, have been complied with. Provision of information in writing (2) A requirement under this Act or the regulations that a notice, document or other information be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 252.4, (a) the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; and (b) the regulations pertaining to this subsection, if any, have been complied with. Copies (3) A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of the electronic document. Registered mail (4) A requirement under this Act or the regulations to provide a document by registered mail is not satisfied by the sending of an electronic document unless prescribed. 2001, c. 14, s. 121; 2018, c. 8, s. 35(F)
Canada Business Corporations Act — C-44 252.6
Statutory declarations and affidavits 252.6 (1) A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if (a) the person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature; (b) the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; and (c) the requirements of sections 252.3 to 252.5 are complied with. Definitions (2) For the purposes of this section, electronic document and secure electronic signature have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act . Clarification (3) For the purpose of complying with paragraph (1)(c), the references to an electronic document in sections 252.3 to 252.5 are to be read as references to an “electronic document” as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act . 2001, c. 14, s. 121
Canada Business Corporations Act — C-44 252.7
Signatures 252.7 A requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the prescribed requirements pertaining to this section, if any, are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven: (a) the signature resulting from the use by a person of the technology or process is unique to the person; (b) the technology or process is used by a person to incorporate, attach or associate the person’s signature to the electronic document; and (c) the technology or process can be used to identify the person using the technology or process. 2001, c. 14, s. 121
Canada Business Corporations Act — C-44 253
Notice to directors and shareholders 253 (1) A notice or document required by this Act, the regulations, the articles or the by-laws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to, (a) the shareholder at the shareholder’s latest address as shown in the records of the corporation or its transfer agent; and (b) the director at the director’s latest address as shown in the records of the corporation or in the last notice filed under section 106 or 113. Effect of notice (2) A director named in a notice sent by a corporation to the Director under section 106 or 113 and filed by the Director is presumed for the purposes of this Act to be a director of the corporation referred to in the notice. Deemed receipt (3) A notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation 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 shareholder or director did not receive the notice or document at that time or at all. Undelivered notices (4) If a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of the shareholder’s new address. R.S., 1985, c. C-44, s. 253; 2001, c. 14, ss. 122, 135(E)
Canada Business Corporations Act — C-44 254
Notice to and service on a corporation 254 A notice or document required to be sent to or served on a corporation may be sent by registered mail to the registered office of the corporation shown in the last notice filed under section 19 and, if so sent, is deemed to be received or served 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 notice or document at that time or at all. 1974-75-76, c. 33, s. 247; 1978-79, c. 9, ss. 1(F), 79
Canada Business Corporations Act — C-44 255
Waiver of notice 255 Where a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto. 1974-75-76, c. 33, s. 248; 1978-79, c. 9, ss. 1(F), 79
Canada Business Corporations Act — C-44 256
Certificate of Director 256 (1) Where this Act requires or authorizes the Director to issue a certificate or to certify any fact, the certificate shall be signed by the Director or by a Deputy Director authorized under section 260. Evidence (2) Except in a proceeding under section 213 to dissolve a corporation, a certificate referred to in subsection (1) or a certified copy thereof, when introduced as evidence in any civil, criminal or administrative action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate. 1974-75-76, c. 33, s. 249; 1978-79, c. 9, s. 1(F)