GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
US GAAS means the generally accepted auditing standards established by the Public Company Accounting Oversight Board of the United States, as amended from time to time. ( NVGR américaines )
Canada Business Corporations Regulations, 2001 — 71
71 (1) Subject to subsection (2), the annual financial statements referred to in paragraph 155(1)(a) of the Act shall be prepared in accordance with Canadian GAAP. (2) For an SEC registrant, the financial statements may be prepared in accordance with US GAAP. (3) to (6) [Repealed, SOR/2016-98, s. 2] (7) The financial statements shall contain a note stating whether the statements have been prepared in accordance with Canadian GAAP or US GAAP. (8) [Repealed, SOR/2016-98, s. 2] SOR/2005-51, s. 1; SOR/2010-305, s. 2; SOR/2016-98, s. 2
Canada Business Corporations Regulations, 2001 — 71.1
71.1 (1) Subject to subsection (2), the auditor’s report referred to in section 169 of the Act shall be prepared in accordance with Canadian GAAS. (2) For an SEC registrant that has prepared its financial statements in accordance with US GAAP and whose auditors are in compliance with the professional practice standards of the Public Company Accounting Oversight Board of the United States, the auditor’s report may be prepared in accordance with US GAAS. (3) [Repealed, SOR/2016-98, s. 3] (4) If the auditor’s report referred to in subsection (2) is prepared in accordance with US GAAS and is for a financial year that begins on or after January 1, 2011, it shall comply with section 3.8 of NI 52-107, but for the purpose of applying that section, (a) the expression U.S. PCAOB GAAS has the meaning assigned to the expression US GAAS by section 70 of these Regulations; and (b) the expression SEC issuer has the meaning assigned to the expression SEC registrant by section 70 of these Regulations. SOR/2005-51, s. 1; SOR/2010-305, s. 3; SOR/2016-98, s. 3
Canada Business Corporations Regulations, 2001 — 72
72 (1) The financial statements referred to in section 155 of the Act shall include at least (a) a statement of financial position or a balance sheet; (b) a statement of comprehensive income or an income statement; (c) a statement of changes in equity or a statement of retained earnings; and (d) a statement of cash flows or a statement of changes in financial position. (2) Financial statements need not be designated by the names set out in paragraphs (1)(a) to (d). SOR/2010-305, s. 4
Canada Business Corporations Regulations, 2001 — 72.1
72.1 (1) Despite subparagraph 184(1)(b)(ii) of the Act, the resolutions approving the amalgamation of a holding corporation with one or more of its subsidiary corporations may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating holding corporation. (2) Despite subparagraph 184(2)(b)(ii) of the Act, the resolutions approving the amalgamation of two or more wholly owned subsidiary corporations of the same holding body corporate may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating subsidiary corporation whose shares are not cancelled. SOR/2010-72, s. 2
Canada Business Corporations Regulations, 2001 — 72.2
 adopted, the reasons why the corporation has not adopted that target; (g) whether or not the distributing corporation has, for each group referred to in the definition designated groups , adopted a target number or percentage, or a range of target numbers or percentages, for members of the group to be members of senior management by a specific date and, (i) for each group for which a target has been adopted, the target and the annual and cumulative progress of the corporation in achieving that target, and (ii) for each group for which a target has not been adopted, the reasons why the corporation has not adopted that target; (h) for each group referred to in the definition designated groups , the number and proportion, expressed as a percentage, of members of each group who hold positions on the board of directors; and (i) for each group referred to in the definition designated groups , the number and proportion, expressed as a percentage, of members of each group who are members of senior management of the distributing corporation, including all of its major subsidiaries. SOR/2019-258, s. 1
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
designated groups has the same meaning as in section 3 of the Employment Equity Act . ( groupes désignés )
Canada Business Corporations Regulations, 2001 — (a)
major subsidiary means, in respect of a distributing corporation, a subsidiary that (a) has assets, as included in the distributing corporation’s most recent annual audited or interim balance sheet or most recent statement of financial position, that are 30 percent or more of the consolidated assets of the distributing corporation reported on that balance sheet or statement of financial position, as the case may be; or (b) has revenue, as included in the distributing corporation’s most recent annual audited or interim income statement or most recent statement of comprehensive income, that is 30 percent or more of the consolidated revenue of the distributing company reported on that statement. ( filiale importante )
Canada Business Corporations Regulations, 2001 — (a)
Canadian means (a) a resident Canadian; (b) a partnership of which a majority of the members are resident Canadians and in which interests representing more than 50% of the total value of the partnership property are owned by resident Canadians; (c) a trust established by a resident Canadian (i) a majority of the trustees of which are resident Canadians, or (ii) in which beneficial interests representing more than 50% of the total value of the trust property are owned by resident Canadians; (d) Her Majesty in right of Canada or of a province or territory of Canada or a municipal corporation or public board or commission in Canada; or (e) a body corporate (i) incorporated under the laws of Canada or a province, (ii) of which a majority of the directors are resident Canadians, and (iii) over which persons described in any of paragraphs (a) to (d) or in this paragraph exercise control or direction or of which the persons beneficially own shares or securities currently convertible into shares carrying more than 50% of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, including currently exercisable options or rights to acquire the shares or convertible securities. ( Canadien )
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
constrained class means the class of persons specified in the articles of a constrained share corporation as being ineligible to hold, as a class, more than the maximum aggregate holdings. ( catégorie restreinte )
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
constrained share corporation means a corporation that has provisions in its articles imposing a constraint. ( société par actions à participation restreinte )
Canada Business Corporations Regulations, 2001 — (a)
constraint means a restriction on (a) the issue or transfer of shares of any class or series to persons who are not resident Canadians; (b) the issue or transfer of shares of any class or series to enable a corporation or any of its affiliates or associates to qualify under a law referred to in paragraph 87(1)(a) (i) to obtain a licence to carry on any business, (ii) to become a publisher of a Canadian newspaper or periodical, or (iii) to acquire shares of a financial intermediary as defined in paragraph 87(1)(b); or (c) the issue, transfer or ownership of shares of any class or series in order to assist a corporation or any of its affiliates or associates to qualify under a law referred to in subsection 87(2) to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control. ( restriction )
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
control means control in any manner that results in control in fact, whether directly through the ownership of shares or indirectly through a trust, a contract, the ownership of shares of any other body corporate or otherwise. ( contrôle )
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
maximum aggregate holdings means the total number of voting shares of a constrained share corporation that may be held by or on behalf of persons in the constrained class and their associates in accordance with the articles of the corporation. ( avoir maximum total )
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
maximum individual holdings means the total number of voting shares of a constrained share corporation that may be held by or on behalf of any one person in the constrained class and their associates in accordance with the articles of the corporation. ( avoir maximum individuel )
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
voting share means a share that is subject to a constraint referred to in paragraph (a) or (b) of the definition constraint and that carries voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes a security currently convertible into such a share and a currently exercisable option or right to acquire such a share or convertible security. ( action avec droit de vote )
Canada Business Corporations Regulations, 2001 — 74
74 Each of the following documents issued or published by a constrained share corporation shall indicate conspicuously the general nature of its constrained share provisions: (a) a certificate representing a voting share; (b) a management proxy circular; and (c) a prospectus, statement of material facts, registration statement or similar document.
Canada Business Corporations Regulations, 2001 — 75
75 (1) The directors of a constrained share corporation that has provisions in its articles imposing a constraint referred to in paragraph (a) or (b) of the definition constraint in section 73 shall refuse to register a transfer of a voting share of the corporation in accordance with the articles if (a) the total number of voting shares held by or on behalf of persons in the constrained class exceeds the maximum aggregate holdings and the transfer is to a person in the constrained class; (b) the total number of voting shares held by or on behalf of persons in the constrained class does not exceed the maximum aggregate holdings and the transfer would cause the number of shares held by persons in the constrained class to exceed the maximum aggregate holdings; (c) the total number of voting shares held by or on behalf of a person in the constrained class exceeds the maximum individual holdings and the transfer is to that person; or (d) the total number of voting shares held by or on behalf of a person in the constrained class does not exceed the maximum individual holdings and the transfer would cause the number of shares held by that person to exceed the maximum individual holdings. (2) Despite subsection (1), the directors of a constrained share corporation that is described in that subsection shall register a transfer of a voting share of the corporation to a person in the constrained class if that person establishes that they were the beneficial owner of that share on the day on which the corporation became a constrained share corporation. (3) The directors of a constrained share corporation that is described in subsection (1) shall not issue a voting share of the corporation to a person in the constrained class if the directors are required by that subsection to refuse to register a transfer of the share. (4) For the purpose of subsection (3), the directors may count as issued shares the voting shares that the corporation is currently offering to its shareholders or prospective shareholders.
Canada Business Corporations Regulations, 2001 — 76
76 The directors of a constrained share corporation that has provisions in its articles imposing a constraint referred to in paragraph (c) of the definition constraint in section 73 (a) shall not issue a share of the corporation to a person (i) whose ownership of the share would be contrary to the constraint, (ii) who, in respect of the issue of the share, has been requested by the corporation to provide it with information referred to in subsection 80(7) and has not provided the information, or (iii) whose ownership of the share the directors have determined, on the basis of information provided to the corporation by that person under a request referred to in subparagraph (ii), may be contrary to the constraint; and (b) shall refuse to register a transfer of a share of the corporation if the transfer is to a person (i) whose ownership of the share is contrary to the constraint, (ii) who, in respect of the registration of the share, has been requested by the corporation to provide it with information referred to in subsection 80(7) and has not provided the information, or (iii) whose ownership of the share the directors have determined, on the basis of information provided to the corporation by that person under a request referred to in subparagraph (ii), may be contrary to the constraint.
Canada Business Corporations Regulations, 2001 — 77
77 Sections 78 and 79 apply to a constrained share corporation that has provisions in its articles imposing a constraint referred to in paragraph (a) or (b) of the definition constraint in section 73.
Canada Business Corporations Regulations, 2001 — 78
78 (1) If, on the day on which a corporation becomes a constrained share corporation, the total number of voting shares of the corporation held by or on behalf of a person in the constrained class exceeds the maximum individual holdings, the person or their nominee may only, in person or by proxy, exercise the voting rights attached to the maximum individual holdings so held on that day or on any later day. (2) After the total number of shares held by or on behalf of the person referred to in subsection (1) is reduced below the maximum individual holdings, they or their nominee may, in person or by proxy, exercise the voting rights attached to shares held.
Canada Business Corporations Regulations, 2001 — 79
79 (1) Except as provided in subsection 78(1), if the total number of voting shares of a constrained share corporation held by or on behalf of a person in the constrained class exceeds the maximum individual holdings, no person shall, in person or by proxy, exercise the voting rights attached to those shares. (2) If it appears from the securities register of a constrained share corporation that the total number of voting shares held by a shareholder is less than the maximum individual holdings, a proxyholder for the shareholder may vote those shares unless the proxyholder has knowledge that the shares beneficially owned by the shareholder exceed the maximum individual holdings. (3) If, after the day on which a corporation becomes a constrained share corporation, a corporation or trust that was not a person in the constrained class becomes a person in the constrained class, the corporation or trust shall not exercise the voting rights attached to any shares it holds in the constrained share corporation while it is a person in the constrained class.
Canada Business Corporations Regulations, 2001 — 80
 the holder of the shares; (g) a statement that advises that, unless the person shown in the securities register of the corporation as the holder of the shares receives a notice referred to in paragraph (f), the person and all other interested persons should not assume that (i) the corporation has changed its conclusion that the shares are owned, or the directors of the corporation have changed their determination made in accordance with subsection (2) that the shares may be owned, contrary to a constraint referred to in paragraph (c) of the definition constraint in section 73, (ii) there has been a change in the reason for the conclusion or determination, or (iii) the corporation no longer intends to sell the shares under subsection 46(1) of the Act; (h) a statement that indicates that no share in respect of which the notice is sent may be sold under subsection 46(1) of the Act if a transfer of the share is registered in the securities register of the corporation after the notice referred to in subsection (1) was sent, unless the corporation again complies with the requirements set out in this Part respecting the sale of the share; (i) a statement that indicates that no share in respect of which the notice is sent may be sold under subsection 46(1) of the Act unless not less than 60 days but not more than 150 days have elapsed from the day on which the notice was sent to the holder of the share; and (j) a statement that indicates each of the matters referred to in paragraphs (5)(h) to (k). (7) The notice referred to in subsection (1) shall be accompanied by a request for information as to whether or not the shares are owned contrary to a constraint referred to in paragraph (c) of the definition constraint in section 73. (8) The notice referred to in subsection (3) shall be accompanied by a request for information referred to in subsection (7), unless the corporation has received the requested information before the notice is sent. (9) A request for information referred to in subsection (7) shall be accompanied by instructions for the provision of the information. SOR/2010-128, s. 17
Canada Business Corporations Regulations, 2001 — 81
81 (1) If a constrained share corporation has sent a notice referred to in subsection 80(3) and has not sold, under subsection 46(1) of the Act, any share in respect of which the notice was sent, and if the corporation changes its conclusion referred to in paragraph 80(3)(a) or its directors change their determination referred to in paragraph 80(3)(b) or if there is a change in the reason for the conclusion or determination, the corporation shall immediately send by registered mail to the recipient of that notice a notice of the change to the conclusion, to the determination or to the reason for the conclusion or determination, including the reason for the change. (2) When a corporation sends a notice under subsection (1), the corporation shall, at the time the notice is sent, enter or cause to be entered in the securities register of the corporation the particulars of the notice, including the date on which it was sent.
Canada Business Corporations Regulations, 2001 — 82
82 (1) No share shall be sold by a constrained share corporation under subsection 46(1) of the Act unless (a) the corporation has sent the notices referred to in subsections 80(1) and (3) to the person shown in the securities register of the corporation as the holder of the share; (b) not less than 150 days but not more than 300 days have elapsed from the day on which the notice referred to in subsection 80(1) was sent to the holder of the share; (c) not less than 60 days but not more than 150 days have elapsed from the day on which the notice referred to in subsection 80(3) was sent to the holder of the share; (d) the corporation has concluded that the share is owned, or the directors of the corporation have determined in accordance with subsection 80(2) that the share may be owned, contrary to a constraint referred to in paragraph (c) of the definition constraint in section 73 and, at the time of sale, the corporation has no reasonable grounds on which to change its conclusion or the directors of the corporation have no reasonable grounds on which to change their determination, as the case may be; (e) the sale takes place (i) on a stock exchange where shares of the corporation are listed and posted for trading, or (ii) if shares of the corporation are not listed and posted for trading on a stock exchange, in any other manner that the directors of the corporation determine to be appropriate; and (f) the corporation sells the share with a view to obtaining the best sale price available in the circumstances at the time of sale. (2) No share in respect of which a notice is sent in accordance with subsection 80(1) shall be sold by a constrained share corporation under subsection 46(1) of the Act if a transfer of the share is registered in the securities register of the corporation after the notice was sent, unless the corporation again complies with the requirements set out in this Part respecting the sale of the share.
Canada Business Corporations Regulations, 2001 — 83
83 (1) Immediately after a sale of shares by a constrained share corporation under subsection 46(1) of the Act, the corporation shall (a) register the transfer or a notice of the sale of the shares or cause the transfer or a notice of the sale of the shares to be registered in the securities register of the corporation; and (b) send a notice of the sale to the person shown in the securities register of the corporation as the holder of the shares at the time of the sale. (2) The notice referred to in paragraph (1)(b) shall (a) state the number of shares sold; (b) identify the certificate that represents the shares sold, by certificate number or otherwise; (c) state the date and manner of sale; (d) state the manner in which the person entitled to receive the net proceeds of the sale under subsection 46(3) of the Act may obtain them; (e) state that the corporation concluded that the shares were owned, or that the directors determined in accordance with subsection 80(2) that the shares may be owned, contrary to a constraint referred to in paragraph (c) of the definition constraint in section 73 and state the reason why the corporation so concluded or the directors so determined, as the case may be; and (f) contain a statement, if not all of the shares of the holder represented by a certificate were sold, that not all of the shares were sold and that a certificate that represents the shares that were not sold will be issued on surrender for cancellation of the certificate that represents the shares sold.
Canada Business Corporations Regulations, 2001 — 84
84 For the purpose of subsection 47(1) of the Act, the proceeds of a sale by a constrained share corporation under subsection 46(1) of the Act shall be deposited in an interest-bearing account with a chartered bank in Canada to which the Bank Act applies or a trust company in Canada to which the Trust and Loan Companies Act applies.
Canada Business Corporations Regulations, 2001 — 85
85 Section 86 applies to a constrained share corporation that has provisions in its articles imposing a constraint referred to in paragraph (a) or (b) of the definition constraint in section 73.