Income Tax Act — I-3.3 204.81
Conditions for registration 204.81 (1) The Minister may register a corporation for the purposes of this Part if the corporation’s application for registration was received before March 21, 2013 and if, in the opinion of the Minister, it complies with the following conditions: (a) the corporation has applied in prescribed form to the Minister for registration; (b) the corporation was caused to be incorporated under the Canada Business Corporations Act by an eligible labour body; and (c) the articles of the corporation provide that (i) the business of the corporation is restricted to assisting the development of eligible business entities and to creating, maintaining and protecting jobs by providing financial and managerial advice to such entities and by investing funds of the corporation in eligible investments and reserves, (ii) the authorized capital of the corporation shall consist only of (A) Class A shares that are issuable only to individuals (other than trusts), terminating corporations in respect of the corporation and trusts governed by registered retirement savings plans or by TFSAs and that entitle their holders (I) to receive notice of and, subject to the Canada Business Corporations Act , to attend and vote at all meetings of the shareholders of the corporation, (II) to receive dividends at the discretion of the board of directors of the corporation, and (III) to receive, on dissolution of the corporation, all the assets of the corporation that remain after payment of all amounts payable to the holders of all other classes of shares of the corporation, (B) Class B shares that are issuable only to and may be held only by eligible labour bodies, that entitle each of those shareholders (I) to receive notice of and, subject to the Canada Business Corporations Act , to attend and vote at all meetings of the shareholders of the corporation, and (II) to receive, on dissolution of the corporation, an amount equal to the amount of the consideration received by the corporation on the issue of the Class B shares, but that do not entitle them to receive dividends, and (C) any additional classes of shares that are authorized, if the rights, privileges, restrictions and conditions attached to the shares are approved by the Minister of Finance, (iii) the business and affairs of the corporation shall be managed by a board of directors, at least 1/2 of whom are appointed by the Class B shareholders, (iv) the corporation shall not reduce its paid-up capital in respect of a class of shares (other than Class B shares) otherwise than by way of (A) a redemption of shares of the corporation, or (B) a reduction in its paid-up capital attributable to a class of shares for which no shares have been issued in the eight-year period ending at the time of the reduction, (v) the corporation shall not redeem a Class A share in respect of which an information return described in paragraph 204.81(6)(c) has been issued unless (A) if the share is held by the specified individual in respect of the share, a spouse or common-law partner or former spouse or common-law partner of that individual or a trust governed by a registered retirement savings plan, TFSA or registered retirement income fund under which that individual, spouse or common-law partner is the annuitant, (I) a request in writing to redeem the share is made by the holder to the corporation and the information return referred to in paragraph 204.81(6)(c) has been returned to the corporation, or (II) [Repealed, 1997, c. 25, s. 56(4)] (III) the corporation is notified in writing that the specified individual in respect of the share became disabled and permanently unfit for work or terminally ill after the share was issued, (B) there is no specified individual in respect of the share, (C) [Repealed, 1997, c. 25, s. 56(5)] (D) the corporation is notified in writing that the share is held by a person on whom the share has devolved as a consequence of the death of (I) a holder of the share, or (I