GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Act — C-44 257
Certificate of corporation 257 (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous shareholder agreement, the minutes of the meetings of the directors, a committee of directors or the shareholders, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director, an officer or a transfer agent of the corporation. Proof (2) When introduced as evidence in any civil, criminal or administrative action or proceeding, (a) a fact stated in a certificate referred to in subsection (1), (b) a certified extract from a securities register of a corporation, or (c) a certified copy of minutes or extract from minutes of a meeting of shareholders, directors or a committee of directors of a corporation, is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate. Security certificate (3) An entry in a securities register of, or a security certificate issued by, a corporation is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is owner of the securities described in the register or in the certificate. R.S., 1985, c. C-44, s. 257; 2001, c. 14, s. 123(F)
Canada Business Corporations Act — C-44 258
Copies 258 Where a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy thereof. 1974-75-76, c. 33, s. 251; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 258.1
Content and form of documents 258.1 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices, documents or other information sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things, (a) the notices, documents or other information that may be transmitted in electronic or other form; (b) the persons or classes of persons who may sign or transmit the notices, documents or other information; (c) the manner of signing, whether electronic or otherwise, or the actions that are to have the same effect as their signature; and (d) the time and circumstances when electronic notices, documents or other information are to be considered to be sent or received, and the place where they are considered to have been sent or received. (e) [Repealed, 2018, c. 8, s. 36] 1994, c. 24, s. 26; 2001, c. 14, s. 124; 2018, c. 8, s. 36 2023, c. 29, s. 8
Canada Business Corporations Act — C-44 258.2
Exemption 258.2 In the prescribed circumstances, the Director may, on any conditions that the Director considers appropriate, exempt from the application of any provision of this Act requiring notices or documents to be sent to the Director any notices or documents or classes of notices or documents containing information similar to that contained in notices or documents required to be made public pursuant to any other Act of Parliament or to any Act of the legislature of a province as the Director specifies. 1994, c. 24, s. 26; 2001, c. 14, s. 124
Canada Business Corporations Act — C-44 259
Proof required by Director 259 (1) The Director may require that a document or a fact stated in a document or in any information required by this Act or the regulations to be sent to the Director shall be verified in accordance with subsection (2). Form of proof (2) A document or fact required by this Act or by the Director to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits. R.S., 1985, c. C-44, s. 259; 2001, c. 14, s. 135(E) 2023, c. 29, s. 9
Canada Business Corporations Act — C-44 260
Appointment of Director 260 The Minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act. 1974-75-76, c. 33, s. 253; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 261
Regulations 261 (1) The Governor in Council may make regulations (a) providing for anything that by this Act is to be prescribed or provided for by the regulations; (a.1) defining anything that, by this Act, is to be defined by regulation; (a.2) prescribing what constitutes (i) for the purposes of paragraph 2.1(1)(b), direct influence, indirect influence or control in fact, and (ii) for the purposes of paragraph 21.31(3)(c), direct influence or indirect influence; (b) requiring the payment of a fee in respect of the receipt, examination, filing, issuance or copying of any document or other information, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee; (c) respecting the payment of fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part; (c.01) prescribing the form of the register referred to in subsection 21.1(1) and the manner of preparing and maintaining it; (c.02) respecting steps to be taken by a corporation for the purposes of subsection 21.1(2); (c.1) prescribing, for the purposes of subsection 137(1.1), a manner of determining the number of shares required for a person to be eligible to submit a proposal, including the time and manner of determining a value or percentage of the outstanding shares of the corporation; (d) prescribing, for the purposes of paragraph 137(5)(d), the minimum amount of support required in relation to the number of times the shareholder has submitted substantially the same proposal within the prescribed period; (e) prescribing rules with respect to exemptions permitted by this Act; (f) respecting the powers that may be granted by a shareholder in a form of proxy; (g) prescribing any matter necessary for the purposes of the application of Part XX.1, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received; (h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; and (i) prescribing, for the purposes of subsection 141(3), the manner of, and conditions for, voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility. Incorporation by reference (2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time. Incorporated material is not a regulation (3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference. R.S., 1985, c. C-44, s. 261; 1994, c. 24, s. 27; 2001, c. 14, s. 125; 2018, c. 8, s. 38 2018, c. 27, s. 185 2023, c. 29, s. 10
Canada Business Corporations Act — C-44 261.1
Payment of fees 261.1 A fee in respect of the receipt or copying of any document or other information shall be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or issuance of any document or other information or in respect of any action that the Director is required or authorized to take shall be paid to the Director before the document or other information is examined, filed or issued or the action is taken. 2001, c. 14, s. 126; 2018, c. 8, s. 39 2023, c. 29, s. 11
Canada Business Corporations Act — C-44 262
Definition of statement 262 (1) In this section, statement means a statement of intent to dissolve and a statement of revocation of intent to dissolve referred to in section 211. Sending of articles and statements (2) If this Act requires that articles or a statement relating to a corporation be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall (a) record the date of receipt; (b) issue the appropriate certificate; (c) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary; and (d) publish a notice of the issuance of the certificate in a publication generally available to the public. Date of certificate (3) A certificate referred to in subsection (2) issued by the Director may be dated as of the day the Director receives the articles, statement or court order pursuant to which the certificate is issued or as of any later day specified by the court or person who signed the articles or statement. (4) [Repealed, 1994, c. 24, s. 28] Date of certificate (5) Notwithstanding subsection (3), a certificate of discontinuance may be dated as of the day on which the corporation amalgamates pursuant to another Act or is continued. R.S., 1985, c. C-44, s. 262; 1994, c. 24, s. 28; 2001, c. 14, ss. 127, 135(E); 2011, c. 21, s. 71(E); 2018, c. 8, s. 40
Canada Business Corporations Act — C-44 262.1
Signature 262.1 (1) A signature required on a certificate issued by the Director under this Act may be printed or otherwise mechanically reproduced on the certificate or may be in accordance with the regulations made under paragraph 261(1)(c.1). (2) [Repealed, 2018, c. 8, s. 41] Execution of documents (3) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, shall be deemed to constitute one document for the purposes of this Act. 1994, c. 24, s. 29; 2001, c. 14, s. 128; 2018, c. 8, s. 41
Canada Business Corporations Act — C-44 262.2
Publication 262.2 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 21.303(3), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11). 2018, c. 8, s. 42 2023, c. 29, s. 12
Canada Business Corporations Act — C-44 263
Annual return 263 Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes. R.S., 1985, c. C-44, s. 263; 2001, c. 14, s. 129; 2018, c. 8, s. 42
Canada Business Corporations Act — C-44 263.1
Certificate 263.1 (1) The Director may provide any person with a certificate stating that a corporation (a) has sent to the Director a document or other information required to be sent under this Act; (b) has paid all required fees; or (c) exists as of a certain date. Director may refuse to issue certificate of existence (2) For greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document or other information required to be sent under this Act or is in default of paying a required fee. 2001, c. 14, s. 129 2023, c. 29, s. 13
Canada Business Corporations Act — C-44 264
Alteration 264 The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person’s representative. R.S., 1985, c. C-44, s. 264; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 265
Corrections at request of Director 265 (1) If there is an error in articles, a notice, a certificate or other document, the directors or shareholders of the corporation shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act, and take such other steps as the Director may reasonably require so that the Director may correct the document. No prejudice (2) Before proceeding under subsection (1), the Director must be satisfied that the correction would not prejudice any of the shareholders or creditors of the corporation. Corrections at the request of the corporation (3) The Director may, at the request of the corporation or of any other interested person, accept a correction to any of the documents referred to in subsection (1) if (a) the correction is approved by the directors of the corporation, unless the error is obvious or was made by the Director; and (b) the Director is satisfied that the correction would not prejudice any of the shareholders or creditors of the corporation and that the correction reflects the original intention of the corporation or the incorporators, as the case may be. Application to court (4) If, in the view of the Director, of the corporation or of any interested person who wishes a correction, a correction to any of the documents referred to in subsection (1) would prejudice any of the shareholders or creditors of a corporation, the Director, the corporation or the person, as the case may be, may apply to the court for an order that the document be corrected and for an order determining the rights of the shareholders or creditors. Notice to Director (5) An applicant under subsection (4) shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel. Director may require surrender of document (6) The Director may demand the surrender of the original document, and may issue a corrected certificate or file the corrected articles, notice or other document. Date of corrected document (7) A corrected document shall bear the date of the document it replaces unless (a) the correction is made with respect to the date of the document, in which case the document shall bear the corrected date; or (b) the court decides otherwise. Notice (8) If a corrected certificate materially amends the terms of the original certificate, the Director shall without delay give notice of the correction in a publication generally available to the public. R.S., 1985, c. C-44, s. 265; 2001, c. 14, s. 130; 2018, c. 8, s. 43(F)
Canada Business Corporations Act — C-44 265.1
Cancellation of articles by Director 265.1 (1) In the prescribed circumstances, the Director may cancel the articles and related certificate of a corporation. No prejudice (2) Before proceeding under subsection (1), the Director must be satisfied that the cancellation would not prejudice any of the shareholders or creditors of the corporation. Request to Director to cancel articles (3) In the prescribed circumstances, the Director may, at the request of a corporation or of any other interested person, cancel the articles and related certificate of the corporation if (a) the cancellation is approved by the directors of the corporation; and (b) the Director is satisfied that the cancellation would not prejudice any of the shareholders or creditors of the corporation and that the cancellation reflects the original intention of the corporation or the incorporators, as the case may be. Application to court (4) If, in the view of the Director, of the corporation or of any interested person who wishes a cancellation, a cancellation of articles and a related certificate would prejudice any of the shareholders or creditors of a corporation, the Director, the corporation or the person, as the case may be, may apply to the court for an order that the articles and certificate be cancelled and for an order determining the rights of the shareholders or creditors. Notice to Director (5) An applicant under subsection (4) shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel. Return of certificate (6) The Director may demand the surrender of a cancelled certificate. 2001, c. 14, s. 130
Canada Business Corporations Act — C-44 266
Examination 266 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document or other information — except any information sent under section 21.21, an application referred to in subsection 21.303(3) and any related document and a report sent to the Director under subsection 230(2) — that is required to be sent to the Director under this Act or that was required to be sent to a person performing a similar function under prior legislation. Copies or extracts (2) The Director shall, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1). R.S., 1985, c. C-44, s. 266; 2001, c. 14, s. 130 2018, c. 8, s. 44 2022, c. 10, s. 433 2023, c. 29, s. 14 2023, c. 29, s. 20
Canada Business Corporations Act — C-44 266.1
Information not to be made available 266.1 (1) The Director shall not make available any information that could reasonably be expected to reveal the identity of a person who, on their own initiative, provides information relating to the commission or potential commission of a wrongdoing, or any information provided by the person in relation to the commission or potential commission, unless the person providing the information consents to its being made available. Exception — investigations (2) Despite subsection (1), the Director may provide information referred to in that subsection to an investigative body referred to in subsection 21.31(2), the Financial Transactions and Reports Analysis Centre of Canada or any prescribed entity. Definition of wrongdoing (3) In this section, wrongdoing includes (a) a contravention of any provision of this Act or the regulations; (b) the formation of a corporation for a fraudulent or unlawful purpose; or (c) any fraudulent or dishonest actions of persons concerned with the formation, business or affairs of a corporation. 2023, c. 29, s. 15
Canada Business Corporations Act — C-44 267
Director’s obligation to keep documents 267 (1) Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation shall be kept by the Director, in any form. Obligation to furnish (2) If documents are kept by the Director otherwise than in written form, (a) the Director shall furnish any copy required to be furnished under subsection 266(2) in intelligible form; and (b) a report reproduced from those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been. Time period for keeping and producing documents (3) The Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received under section 262 and other prescribed documents or prescribed class of documents — after the end of the period prescribed for the keeping or production of the document or class of documents. R.S., 1985, c. C-44, s. 267; 1994, c. 24, s. 30; 2001, c. 14, s. 131 2018, c. 8, s. 45
Canada Business Corporations Act — C-44 267.1
Form of publication 267.1 Information or notices required by this Act to be summarized in a publication generally available to the public or published by the Director may be made available to the public or published by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time. 1994, c. 24, s. 31; 2001, c. 14, s. 132; 2018, c. 8, s. 46(F)
Canada Business Corporations Act — C-44 268
o which the Cooperative Credit Associations Act applies; (b) a company or society to which the Insurance Companies Act applies; and (c) a company to which the Trust and Loan Companies Act applies. (7) [Repealed, 2009, c. 23, s. 311] Fees (8) A body corporate that obtains a certificate of continuance under this section is not required to pay any fees otherwise payable under this Act in respect of such continuance. Special Act no longer applicable (8.1) On the continuance of a body corporate incorporated by a special Act of Parliament as a corporation under this Act, the special Act ceases to apply to the corporation. Idem (9) A body corporate referred to in subsection (6) that does not make an application to obtain a certificate of continuance within the period prescribed is dissolved on the expiration of that period. Continuance prohibited (10) A body corporate to which the Canada Not-for-profit Corporations Act applies or any similar body corporate incorporated otherwise than by or under an Act of Parliament may not apply for a certificate of continuance under section 187. Exception for railway companies (11) A body corporate that is incorporated by or under a Special Act, as defined in section 87 of the Canada Transportation Act , may apply for a certificate of continuance under section 187. R.S., 1985, c. C-44, s. 268; 1991, c. 45, s. 556, c. 46, s. 597, c. 47, s. 724; 1992, c. 1, ss. 142, 160(F); 1994, c. 24, s. 32; 1996, c. 10, s. 213; 2001, c. 14, s. 133; 2007, c. 6, s. 401; 2009, c. 23, ss. 311, 345, 346
Canada Business Corporations Act — C-44 1
ection 449 (make counterfeit money); (z.084) section 450 (possession, etc., of counterfeit money); (z.085) section 451 (having clippings, etc.); (z.086) section 452 (uttering, etc., counterfeit money); (z.087) section 453 (uttering coin); (z.088) section 454 (slugs and tokens); (z.089) section 455 (clipping and uttering clipped coin); (z.09) section 456 (defacing current coins); (z.091) subsection 457(3) (likeness of bank-notes); (z.092) section 458 (making, having or dealing in instruments for counterfeiting); (z.093) section 459 (conveying instruments for coining out of mint); (z.094) subsection 460(1) (advertising and dealing in counterfeit money, etc.); (z.095) subsection 462.31(1) (laundering proceeds of crime); (z.0951) subsection 462.31(2.1) (laundering proceeds of crime for criminal organization); (z.096) subsection 467.11(1) (participation in activities of criminal organization); (z.097) section 467.111 (recruitment of members by a criminal organization); (z.098) subsection 467.12(1) (commission of offence for criminal organization); (z.099) subsection 467.13(1) (instructing commission of offence for criminal organization).
Canada Business Corporations Act — C-44 2
2 An offence under section 42 of the Copyright Act .
Canada Business Corporations Act — C-44 3
3 An offence under any of the following provisions of the Customs Act : (a) subsection 160(1), in respect of the contravention of any of sections 153, 155, 156, 159 and 159.1; (b) section 160.1, in respect of the contravention of section 153.1; (c) section 161, in respect of the contravention of section 154 or 157.
Canada Business Corporations Act — C-44 4
4 An offence under any of the following provisions of the Controlled Drugs and Substances Act : (a) subsections 5(1) and (2) (trafficking in substance and possession for purpose of trafficking); (b) subsections 6(1) and (2) (importing and exporting and possession for the purpose of exporting); (c) subsection 7(2) (production of substance).
Canada Business Corporations Act — C-44 5
5 An offence under any of the following provisions of the Corruption of Foreign Public Officials Act : (a) subsection 3(1) (bribing a foreign public official); (b) subsection 4(1) (accounting); (c) subsection 5(1) (offence committed outside Canada).