GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Act — C-44 (a)
associate , in respect of a relationship with a person, means (a) a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities, (b) a partner of that person acting on behalf of the partnership of which they are partners, (c) a trust or estate or succession in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or liquidator of the succession or in a similar capacity, (d) a spouse of that person or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year, (e) a child of that person or of the spouse or individual referred to in paragraph (d), and (f) a relative of that person or of the spouse or individual referred to in paragraph (d), if that relative has the same residence as that person; ( liens )
Canada Business Corporations Act — C-44
auditor includes a partnership of auditors or an auditor that is incorporated; ( vérificateur )
Canada Business Corporations Act — C-44
beneficial interest means an interest arising out of the beneficial ownership of securities; ( véritable propriétaire et propriété effective )
Canada Business Corporations Act — C-44
beneficial ownership includes ownership through any trustee, legal representative, agent or mandatary, or other intermediary; ( véritable propriétaire et propriété effective )
Canada Business Corporations Act — C-44
body corporate includes a company or other body corporate wherever or however incorporated; ( personne morale )
Canada Business Corporations Act — C-44
call means an option transferable by delivery to demand delivery of a specified number or amount of securities at a fixed price within a specified time but does not include an option or right to acquire securities of the corporation that granted the option or right to acquire; ( option d’achat )
Canada Business Corporations Act — C-44
corporation means a body corporate incorporated or continued under this Act and not discontinued under this Act; ( société par actions ou société )
Canada Business Corporations Act — C-44 (a)
court means (a) in the Province of Newfoundland and Labrador, the Trial Division of the Supreme Court of the Province, (a.1) in the Province of Ontario, the Superior Court of Justice, (b) in the Provinces of Nova Scotia, British Columbia and Prince Edward Island, the Supreme Court of the Province, (c) in the Provinces of Manitoba, Saskatchewan, Alberta and New Brunswick, the Court of Queen’s Bench for the Province, (d) in the Province of Quebec, the Superior Court of the Province, and (e) the Supreme Court of Yukon, the Supreme Court of the Northwest Territories and the Nunavut Court of Justice; ( tribunal )
Canada Business Corporations Act — C-44
court of appeal means the court to which an appeal lies from an order of a court; ( Cour d’appel )
Canada Business Corporations Act — C-44
debt obligation means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured; ( titre de créance )
Canada Business Corporations Act — C-44
Director means the Director appointed under section 260; ( directeur )
Canada Business Corporations Act — C-44
director means a person occupying the position of director by whatever name called and directors and board of directors includes a single director; ( administrateur et conseil d’administration )
Canada Business Corporations Act — C-44
distributing corporation means, subject to subsections (6) and (7), a distributing corporation as defined in the regulations; ( société ayant fait appel au public )
Canada Business Corporations Act — C-44
entity means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization; ( entité )
Canada Business Corporations Act — C-44
going-private transaction means a going-private transaction as defined in the regulations; ( opération de fermeture )
Canada Business Corporations Act — C-44
incapable , in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada; ( incapable )
Canada Business Corporations Act — C-44
incorporator means a person who signs articles of incorporation; ( fondateur )
Canada Business Corporations Act — C-44
individual means a natural person; ( particulier )
Canada Business Corporations Act — C-44
liability includes a debt of a corporation arising under section 40, subsection 190(25) and paragraphs 241(3)(f) and (g); ( passif )
Canada Business Corporations Act — C-44
mandatary , in Quebec, includes a successor; ( mandataire )
Canada Business Corporations Act — C-44
Minister means such member of the Queen’s Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of this Act; ( ministre )
Canada Business Corporations Act — C-44
officer means an individual appointed as an officer under section 121, 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 a corporation, or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any of those offices; ( dirigeant )
Canada Business Corporations Act — C-44
ordinary resolution means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution; ( résolution ordinaire )
Canada Business Corporations Act — C-44
person means an individual, partnership, association, body corporate, or personal representative; ( personne )
Canada Business Corporations Act — C-44
personal representative means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney; ( représentant personnel )
Canada Business Corporations Act — C-44
prescribed means prescribed by the regulations; ( prescrit ou réglementaire )
Canada Business Corporations Act — C-44
prior legislation means the various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any financial institution as defined in section 2 of the Bank Act ; ( législation antérieure )
Canada Business Corporations Act — C-44
put means an option transferable by delivery to deliver a specified number or amount of securities at a fixed price within a specified time; ( option de vente )
Canada Business Corporations Act — C-44 (a)
redeemable share means a share issued by a corporation (a) that the corporation may purchase or redeem on the demand of the corporation, or (b) that the corporation is required by its articles to purchase or redeem at a specified time or on the demand of a shareholder; ( action rachetable )
Canada Business Corporations Act — C-44 (a)
resident Canadian means an individual who is (a) a Canadian citizen ordinarily resident in Canada, (b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or (c) a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which he or she first became eligible to apply for Canadian citizenship; ( résident canadien )
Canada Business Corporations Act — C-44
security means a share of any class or series of shares or a debt obligation of a corporation and includes a certificate evidencing such a share or debt obligation; ( valeur mobilière )
Canada Business Corporations Act — C-44
security interest means an interest or right in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation; ( sûreté )
Canada Business Corporations Act — C-44
series , in relation to shares, means a division of a class of shares; ( série )
Canada Business Corporations Act — C-44
special resolution means a resolution passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution; ( résolution spéciale )
Canada Business Corporations Act — C-44
squeeze-out transaction means a transaction by a corporation that is not a distributing corporation that would require an amendment to its articles and would, directly or indirectly, result in the interest of a holder of shares of a class of the corporation being terminated without the consent of the holder, and without substituting an interest of equivalent value in shares issued by the corporation, which shares have equal or greater rights and privileges than the shares of the affected class; ( opération d’éviction )
Canada Business Corporations Act — C-44
unanimous shareholder agreement means an agreement described in subsection 146(1) or a declaration of a shareholder described in subsection 146(2). ( convention unanime des actionnaires )
Canada Business Corporations Act — C-44 2.1
Individual with significant control 2.1 (1) For the purposes of this Act, any of the following individuals is an individual with significant control over a corporation: (a) an individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation: (i) the individual is the registered holder of them, (ii) the individual is the beneficial owner of them, or (iii) the individual has direct or indirect control or direction over them; (b) an individual who has any direct or indirect influence that, if exercised, would result in control in fact of the corporation; or (c) an individual to whom prescribed circumstances apply. Joint ownership or control (2) Two or more individuals are each considered to be an individual with significant control over a corporation if, in respect of a significant number of shares of the corporation, (a) an interest or right, or a combination of interests or rights, referred to in paragraph (1)(a) is held jointly by those individuals; or (b) a right, or combination of rights, referred to in paragraph (1)(a) is subject to any agreement or arrangement under which the right or rights are to be exercised jointly or in concert by those individuals. Significant number of shares (3) For the purposes of this section, a significant number of shares of a corporation is (a) any number of shares that carry 25% or more of the voting rights attached to all of the corporation’s outstanding voting shares; or (b) any number of shares that is equal to 25% or more of all of the corporation’s outstanding shares measured by fair market value. 2018, c. 27, s. 182
Canada Business Corporations Act — C-44 3
Application of Act 3 (1) This Act applies to every corporation incorporated and every body corporate continued as a corporation under this Act that has not been discontinued under this Act. (2) [Repealed, 1991, c. 45, s. 551] Certain Acts do not apply (3) The following do not apply to a corporation: (a) [Repealed, 2009, c. 23, s. 344] (a.1) the Canada Not-for-profit Corporations Act ; (b) the Winding-up and Restructuring Act ; and (c) the provisions of a Special Act, as defined in section 87 of the Canada Transportation Act , that are inconsistent with this Act. Limitations on business that may be carried on (4) No corporation shall carry on the business of (a) a bank; (a.1) an association to which the Cooperative Credit Associations Act applies; (b) a company or society to which the Insurance Companies Act applies; or (c) a company to which the Trust and Loan Companies Act applies. Limitations on business that may be carried on (5) No corporation shall carry on business as a degree-granting educational institution unless expressly authorized to do so by a federal or provincial agent that by law has the power to confer degree-granting authority on an educational institution. R.S., 1985, c. C-44, s. 3; 1991, c. 45, s. 551, c. 46, s. 595, c. 47, s. 719; 1992, c. 1, s. 142; 1994, c. 24, s. 3; 1996, c. 6, s. 167, c. 10, s. 212; 1999, c. 31, s. 63; 2001, c. 14, s. 2(F); 2007, c. 6, s. 399; 2009, c. 23, ss. 309, 344
Canada Business Corporations Act — C-44 4
Purposes 4 The purposes of this Act are to revise and reform the law applicable to business corporations incorporated to carry on business throughout Canada, to advance the cause of uniformity of business corporation law in Canada and to provide a means of allowing an orderly transferance of certain federal companies incorporated under various Acts of Parliament to this Act. 1974-75-76, c. 33, s. 4; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 5
Incorporators 5 (1) One or more individuals or bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 7. Individuals (2) An individual may incorporate a corporation only if that individual (a) is not less than 18 years of age; (b) is not incapable; or (c) does not have the status of bankrupt. R.S., 1985, c. C-44, s. 5; 2018, c. 8, s. 2
Canada Business Corporations Act — C-44 6
Articles of incorporation 6 (1) Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation, (a) the name of the corporation; (b) the province in Canada where the registered office is to be situated; (c) the classes and any maximum number of shares that the corporation is authorized to issue, and (i) if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares, and (ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series; (d) if the issue, transfer or ownership of shares of the corporation is to be restricted, a statement to that effect and a statement as to the nature of such restrictions; (e) the number of directors or, subject to paragraph 107(a), the minimum and maximum number of directors of the corporation; and (f) any restrictions on the businesses that the corporation may carry on. Additional provisions in articles (2) The articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the corporation. Special majorities (3) Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail. Idem (4) The articles may not require a greater number of votes of shareholders to remove a director than the number required by section 109. R.S., 1985, c. C-44, s. 6; 1994, c. 24, s. 4(F); 2001, c. 14, ss. 3, 134(F)
Canada Business Corporations Act — C-44 7
Delivery of articles of incorporation 7 An incorporator shall send to the Director articles of incorporation and the documents required by sections 19 and 106. 1974-75-76, c. 33, s. 7; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 8
Certificate of incorporation 8 (1) Subject to subsection (2), on receipt of articles of incorporation, the Director shall issue a certificate of incorporation in accordance with section 262. Exception — failure to comply with Act (2) The Director may refuse to issue the certificate if a notice that is required to be sent under subsection 19(2) or 106(1) indicates that the corporation, if it came into existence, would not be in compliance with this Act. R.S., 1985, c. C-44, s. 8; 2001, c. 14, s. 4
Canada Business Corporations Act — C-44 9
Effect of certificate 9 A corporation comes into existence on the date shown in the certificate of incorporation. 1974-75-76, c. 33, s. 9; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 10
Name of corporation 10 (1) The word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation “Ltd.”, “Ltée”, “Inc.”, “Corp.” or “S.A.R.F.” shall be part, other than only in a figurative or descriptive sense, of the name of every corporation, but a corporation may use and be legally designated by either the full or the corresponding abbreviated form. Saving for “S.C.C.” (1.1) Subsection (1) does not apply to a corporation that has a corporate name that, immediately before the day on which this subsection comes into force, included, other than only in a figurative or descriptive sense, the expression “Société commerciale canadienne” or the abbreviation “S.C.C.”, and any such corporation may use and be legally designated by either that expression or that abbreviation. Exemption (2) The Director may exempt a body corporate continued as a corporation under this Act from the provisions of subsection (1). Alternate name (3) Subject to subsection 12(1), the name of a corporation may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets the prescribed criteria. The corporation may use and may be legally designated by any such form. Alternative name outside Canada (4) Subject to subsection 12(1), a corporation may, for use outside Canada, set out its name in its articles in any language form and it may use and may be legally designated by any such form outside Canada. Publication of name (5) A corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation. Other name (6) Subject to subsections (5) and 12(1), a corporation may carry on business under or identify itself by a name other than its corporate name if that other name does not contain, other than in a figurative or descriptive sense, either the word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation. R.S., 1985, c. C-44, s. 10; 1992, c. 1, s. 53; 1994, c. 24, s. 5; 2001, c. 14, s. 5
Canada Business Corporations Act — C-44 11
Reserving name 11 (1) The Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation that intends to change its name. Designating number (2) If requested to do so by the incorporators or a corporation, the Director shall assign to the corporation as its name a designating number followed by the word “Canada” and a word or expression, or the corresponding abbreviation, referred to in subsection 10(1). R.S., 1985, c. C-44, s. 11; 1994, c. 24, s. 6 2018, c. 8, s. 3
Canada Business Corporations Act — C-44 12
Prohibited names 12 (1) A corporation shall not be incorporated or continued as a corporation under this Act with, change its name to, or have, carry on business under or identify itself by a name that is prohibited by the regulations or that does not meet the prescribed requirements. Directing change of name (2) The Director may direct a corporation to change its name in accordance with section 173 if, through inadvertence or otherwise, the corporation acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements. (3) [Repealed, 1994, c. 24, s. 7] Idem (4) If a corporation has a designating number as its name, the Director may direct the corporation to change its name to a name other than a designating number in accordance with section 173. Undertaking to change name (4.1) Where a corporation acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the corporation to change its name in accordance with section 173, unless the undertaking is honoured within the period specified in subsection (5). Revoking name (5) If a corporation has not followed a directive under subsection (2), (4) or (4.1) within the prescribed period, the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 173, the name of the corporation is the name assigned by the Director. R.S., 1985, c. C-44, s. 12; 1994, c. 24, s. 7 2018, c. 8, s. 4
Canada Business Corporations Act — C-44 13
Certificate of amendment 13 (1) When a corporation has had its name revoked and a name assigned to it under subsection 12(5), the Director shall issue a certificate of amendment showing the new name of the corporation and shall give notice of the change of name as soon as practicable in a publication generally available to the public. Effect of certificate (2) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment. R.S., 1985, c. C-44, s. 13; 2001, c. 14, s. 6; 2018, c. 8, s. 5(F)
Canada Business Corporations Act — C-44 14
Personal liability 14 (1) Subject to this section, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to its benefits. Pre-incorporation and pre-amalgamation contracts (2) A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt a written contract made before it came into existence in its name or on its behalf, and on such adoption (a) the corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party thereto; and (b) a person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (3), to be bound by or entitled to the benefits of the contract. Application to court (3) Subject to subsection (4), whether or not a written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply to a court for an order respecting the nature and extent of the obligations and liability under the contract of the corporation and the person who entered into, or purported to enter into, the contract in the name of or on behalf of the corporation. On the application, the court may make any order it thinks fit. Exemption from personal liability (4) If expressly so provided in the written contract, a person who purported to act in the name of or on behalf of the corporation before it came into existence is not in any event bound by the contract or entitled to the benefits thereof. R.S., 1985, c. C-44, s. 14; 2001, c. 14, s. 7
Canada Business Corporations Act — C-44 15
Capacity of a corporation 15 (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person. Idem (2) A corporation may carry on business throughout Canada. Extra-territorial capacity (3) A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent that the laws of such jurisdiction permit. R.S., 1985, c. C-44, s. 15; 2011, c. 21, s. 14(F)