GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Regulations, 2001 — 36
36 For the purpose of subsection 31(4) of the Act, the prescribed conditions are that (a) the consideration received by the corporation for the delivery shares is equal to the fair market value of those shares at the time of their issuance; (b) the class of shares of which the delivery shares are a part is widely held and shares of that class are actively traded on any of the following stock exchanges in Canada, namely, (i) the Canadian Venture Exchange, (ii) The Montreal Exchange, or (iii) the Toronto Stock Exchange; (c) the sole purpose of effecting the acquisition by the particular subsidiary of delivery shares is to transfer them, as set out in paragraph 37(b), to the shareholders of another body corporate; (d) immediately before the acquisition of the delivery shares by the particular subsidiary, the other body corporate and its shareholders deal at arm’s length, to be determined in accordance with the Income Tax Act , with the corporation and the particular subsidiary; and (e) immediately before the acquisition of the delivery shares by the particular subsidiary, the particular subsidiary and the other body corporate are not resident in Canada, for the purposes of the Income Tax Act .
Canada Business Corporations Regulations, 2001 — 37
37 For the purposes of subsection 31(5) of the Act, the prescribed conditions are that (a) the particular subsidiary does not acquire a beneficial interest in the delivery shares as a result of its acquisition of those shares and the beneficial interest is acquired by the shareholders of the other body corporate; (b) the acquisition by the particular subsidiary of the delivery shares is followed immediately by a transfer of the delivery shares by the particular subsidiary to shareholders of the other body corporate; (c) immediately after the transfer of the delivery shares to the shareholders of the other body corporate, the particular subsidiary and the other body corporate are not resident in Canada, for the purposes of the Income Tax Act ; and (d) after the transfer of the delivery shares to the shareholders of the other body corporate, the other body corporate is a subsidiary body corporate of the particular subsidiary.
Canada Business Corporations Regulations, 2001 — 38
38 For the purpose of subsection 31(6) of the Act, the prescribed consequences are that within 30 days after one of the conditions described in section 36 or 37 is not met or ceases to be met, the corporation shall (a) cancel the delivery shares on condition that, if the articles of the corporation limit the number of authorized shares, the delivery shares may be restored to the status of authorized but unissued shares; (b) return the consideration received by the corporation for the delivery shares to the particular subsidiary; and (c) cancel the entry for the consideration in the corporation’s stated capital account. SOR/2010-128, s. 8
Canada Business Corporations Regulations, 2001 — 39
39 For the purpose of paragraph 126(2)(a) of the Act, the prescribed percentage of voting rights is 10%.
Canada Business Corporations Regulations, 2001 — 40
40 For the purpose of paragraph 131(1)(d) of the Act, the prescribed percentage of voting rights is 10%.
Canada Business Corporations Regulations, 2001 — 41
41 For the purpose of subsection 131(3) of the Act, take-over bid means take-over bid under any legislation that is set out in column 2 of an item of Schedule 2. SOR/2010-128, s. 9(F)
Canada Business Corporations Regulations, 2001 — 42
42 For the purpose of paragraph 131(4)(c) of the Act, the prescribed circumstances are that the insider (a) entered into the purchase or sale as an agent or mandatary pursuant to a specific unsolicited order to purchase or sell; (b) made the purchase or sale pursuant to participation in an automatic dividend reinvestment plan, share purchase plan or other similar automatic plan that the insider entered into before the acquisition of the confidential information; (c) made the purchase or sale to fulfil a legally binding obligation that the insider entered into before the acquisition of the confidential information; or (d) purchased or sold the security as agent, mandatary or trustee in the circumstances described in paragraph (b) or (c). SOR/2010-128, s. 10(E)
Canada Business Corporations Regulations, 2001 — 43
43 (1) For the purpose of paragraphs 134(1)(a), (b) and (e) of the Act, the prescribed period for the directors to fix the record date is not more than 60 days before the day on which the particular action is to be taken. (2) For the purposes of paragraphs 134(1)(c) and (d) of the Act, the prescribed period for the directors to fix the record date is not less than 21 days and not more than 60 days before the date of the meeting. (3) For the purpose of subsection 134(3) of the Act, the prescribed period for the directors to provide notice of the record date is at least seven days before the date fixed. SOR/2010-128, s. 11
Canada Business Corporations Regulations, 2001 — 44
44 For the purpose of subsection 135(1) of the Act, the prescribed period for the directors to provide notice of the time and place of a meeting of shareholders is not less than 21 days and not more than 60 days before the meeting.
Canada Business Corporations Regulations, 2001 — 45
45 (1) For the purpose of subsection 141(3) of the Act, when a vote is to be taken at a meeting of shareholders, the voting may be carried out by means of a telephonic, electronic or other communication facility, if the facility (a) enables the votes to be gathered in a manner that permits their subsequent verification; and (b) permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each shareholder or group of shareholders voted. (2) For the purpose of subsection 141(4) of the Act, a person who is entitled to vote at a meeting of shareholders may vote by means of a telephonic, electronic or other communication facility, if the facility (a) enables the vote to be gathered in a manner that permits its subsequent verification; and (b) permits the tallied vote to be presented to the corporation without it being possible for the corporation to identify how the person voted. SOR/2003-317, s. 6; SOR/2010-128, s. 12
Canada Business Corporations Regulations, 2001 — 45.1
45.1 For the purpose of subsection 106(3.3) of the Act, a distributing corporation is a prescribed corporation. SOR/2022-40, s. 15
Canada Business Corporations Regulations, 2001 — 45.2
45.2 For the purpose of subsection 106(8.1) of the Act, the prescribed circumstances are that, after the election, the appointment of the individual would fulfil one or more of the requirements set out in subsection 102(2) or 105(3), (3.1), (3.3) or (4) of the Act. SOR/2022-40, s. 15
Canada Business Corporations Regulations, 2001 — 46
46 For the purpose of subsection 137(1.1) of the Act, (a) the prescribed number of shares is the number of voting shares (i) that is equal to 1% of the total number of the outstanding voting shares of the corporation, as of the day on which the shareholder submits a proposal, or (ii) whose fair market value, as determined at the close of business on the day before the shareholder submits the proposal to the corporation, is at least $2,000; and (b) the prescribed period is the six-month period immediately before the day on which the shareholder submits the proposal. SOR/2010-128, s. 13
Canada Business Corporations Regulations, 2001 — 47
47 For the purpose of subsection 137(1.4) of the Act, (a) a corporation may request that a shareholder provide the proof referred to in that subsection within 14 days after the corporation receives the shareholder’s proposal; and (b) the shareholder shall provide the proof within 21 days after the day on which the shareholder receives the corporation’s request or, if the request was mailed to the shareholder, within 21 days after the postmark date stamped on the envelope containing the request. SOR/2010-128, s. 14
Canada Business Corporations Regulations, 2001 — 48
48 For the purpose of subsection 137(3) of the Act, a proposal and a statement in support of it shall together consist of not more than 500 words.
Canada Business Corporations Regulations, 2001 — 49
49 For the purpose of paragraph 137(5)(a) of the Act, the prescribed period is the 60-day period that begins on the 150th day before the anniversary of the previous annual meeting of shareholders. SOR/2022-40, s. 16
Canada Business Corporations Regulations, 2001 — 50
50 For the purpose of paragraph 137(5)(c) of the Act, the prescribed period before the receipt of a proposal is two years.
Canada Business Corporations Regulations, 2001 — 51
51 (1) For the purpose of paragraph 137(5)(d) of the Act, the prescribed minimum amount of support for a shareholder’s proposal is (a) 3% of the total number of shares voted, if the proposal was introduced at an annual meeting of shareholders; (b) 6% of the total number of shares voted at its last submission to shareholders, if the proposal was introduced at two annual meetings of shareholders; and (c) 10% of the total number of shares voted at its last submission to shareholders, if the proposal was introduced at three or more annual meetings of shareholders. (2) For the purpose of paragraph 137(5)(d) of the Act, the prescribed period is five years. SOR/2010-128, s. 15
Canada Business Corporations Regulations, 2001 — 52
52 For the purpose of subsection 137(5.1) of the Act, the prescribed period during which the corporation is not required to set out a proposal in a management proxy circular is two years.
Canada Business Corporations Regulations, 2001 — 53
53 For the purpose of subsection 137(7) of the Act, the prescribed period for giving notice is 21 days after the receipt by the corporation of the proposal or of proof of ownership under subsection 137(1.4) of the Act, as the case may be.
Canada Business Corporations Regulations, 2001 — 54
54 In this Part, NI 51-102 means the version of National Instrument 51-102 that applies within a province set out in column 1 of the table to this section in accordance with the instrument set out in column 2. TABLE Column 1 Column 2 Item Province Instrument 1 Ontario National Instrument 51-102 Continuous Disclosure Obligations , made a rule of the Ontario Securities Commission and published on April 2, 2004, (2004) 27 OSCB 3439, as amended from time to time 2 Quebec Regulation 51-102 respecting Continuous Disclosure Obligations , CQLR c. V-1.1, r. 24, as amended from time to time 3 Nova Scotia National Instrument 51-102 Continuous Disclosure Obligations , made a rule of the Nova Scotia Securities Commission and published in the Nova Scotia Royal Gazette , Part 1, on March 15, 2004, as amended from time to time 4 New Brunswick National Instrument 51-102 Continuous Disclosure Obligations , made a rule of the Financial and Consumer Services Commission and which came into force on February 19, 2015, as amended from time to time 5 Manitoba Manitoba Securities Commission Rule 2003-17, National Instrument 51-102 Continuous Disclosure Obligations , as amended from time to time 6 British Columbia National Instrument 51-102 Continuous Disclosure Obligations , B.C. Reg. 110/2004, as amended from time to time 7 Saskatchewan National Instrument 51-102 Continuous Disclosure Obligations , set out in Part XXXVI of the Appendix to The Securities Commission (Adoption of National Instruments) Regulations , RRS c. S-42.2, Reg 3, as amended from time to time 8 Alberta National Instrument 51-102 Continuous Disclosure Obligations , made a rule of the Alberta Securities Commission and published in the Alberta Gazette , Part 1, on March 15, 2004, as amended from time to time SOR/2008-315, s. 2 SOR/2022-40, s. 17
Canada Business Corporations Regulations, 2001 — 54.1
54.1 (1) For the purpose of subsection 149(1) of the Act and subject to subsection (2), a form of proxy shall be in a form that complies with the requirements set out in section 9.4 of NI 51-102. (2) In the case of a vote by shareholders that occurs in the circumstances described in subsection 106(3.4) of the Act, (a) paragraph 6 of section 9.4 of NI 51-102 is to be read without reference to the election of directors; and (b) the form of proxy shall allow the shareholder to specify, for each candidate nominated for director, whether their vote is to be cast for or against the candidate. SOR/2022-40, s. 17
Canada Business Corporations Regulations, 2001 — 55
55 (1) Subject to subsection (3), a management proxy circular shall be in the form provided for in Form 51-102F5 (Information Circular) of NI 51-102, which form, in the circumstances described in Item 8 of Part 2 of that Form, includes the statement referred to in that Item. (2) A management proxy circular shall also set out the following: (a) the percentage of votes required for the approval of any matter that is to be submitted to a vote of shareholders at the meeting, other than the election of directors; (b) a statement of the right of a shareholder to dissent under section 190 of the Act with respect to any matter to be acted on at the meeting and a brief summary of the procedure to be followed to exercise that right; (c) a statement, signed by a director or an officer of the corporation, that the contents and the sending of the circular have been approved by the directors; and (d) a statement indicating the final date by which the corporation must receive a proposal for the purpose of paragraph 137(5)(a) of the Act. (3) A management proxy circular for a non-distributing corporation is not required to set out the information provided for in Part 1(c) or Item 9, 10 or 16 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102, or the statement referred to in Item 8 of Part 2 of that Form. SOR/2008-315, s. 2
Canada Business Corporations Regulations, 2001 — 56
56 For the purpose of subsection 150(2) of the Act, the prescribed form of statement that shall accompany the copy of the management proxy circular to be sent to the Director under that subsection is a statement signed by a director or an officer of the corporation, to the effect that a copy of the circular has been sent to each director, to each shareholder whose proxy has been solicited and to the auditor of the corporation. SOR/2008-315, s. 2
Canada Business Corporations Regulations, 2001 — 57
57 (1) A dissident’s proxy circular shall be in the form provided for in Form 51-102F5 (Information Circular) of NI 51-102, which form, in the circumstances described in Item 8 of Part 2 of that Form, includes the statement referred to in that Item. (2) A dissident’s proxy circular for a non-distributing corporation is not required to set out the information provided for in Part 1(c) or Item 9, 10 or 16 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102, or the statement referred to in Item 8 of Part 2 of that Form. SOR/2008-315, s. 2
Canada Business Corporations Regulations, 2001 — 63
63 Information that is not known to a dissident and that cannot be ascertained by them on reasonable inquiry may be omitted from a dissident’s proxy circular, but the circumstances that render the information unavailable shall be disclosed in the proxy circular.
Canada Business Corporations Regulations, 2001 — 64
64 (1) A dissident’s proxy circular shall contain a statement signed by the dissident or a person authorized by them that the contents and the sending of the circular have been approved by the dissident. (2) For the purpose of subsection 150(2) of the Act, the prescribed form of statement that shall accompany the copy of the dissident’s proxy circular to be sent to the Director under that subsection is a statement signed by the dissident or a person authorized by them, to the effect that a copy of the circular has been sent to each director, to each shareholder whose proxy has been solicited, to the auditor of the corporation and to the corporation. SOR/2008-315, s. 3
Canada Business Corporations Regulations, 2001 — 66
66 (1) If financial statements accompany or form part of a management proxy circular, the statements shall be prepared in the manner described in Part 8. (2) The financial statements referred to in subsection (1), if not reported on by the auditor of the corporation, shall be accompanied by a report of the chief financial officer of the corporation stating that the financial statements have not been audited but have been prepared in the manner described in Part 8.
Canada Business Corporations Regulations, 2001 — 67
67 For the purpose of subparagraph (b)(v) of the definition solicit or solicitation in section 147 of the Act, a solicitation does not include a public announcement that is made by (a) a speech in a public forum; or (b) a press release, an opinion, a statement or an advertisement provided through a broadcast medium or by a telephonic, electronic or other communication facility, or appearing in a newspaper, a magazine or other publication generally available to the public.
Canada Business Corporations Regulations, 2001 — 68
68 (1) For the purpose of subparagraph (b)(vii) of the definition solicit or solicitation in section 147 of the Act, the prescribed circumstances are circumstances in which the communication is made to shareholders (a) by one or more shareholders and concerns the business and affairs of a corporation — including its management or proposals contained in a management proxy circular — and no form of proxy is sent to those shareholders by the shareholder or shareholders making the communication or by a person acting on their behalf; (b) by one or more shareholders and concerns the organization of a dissident’s proxy solicitation, and no form of proxy is sent to those shareholders by the shareholder or shareholders making the communication or by a person acting on their behalf; (c) as clients, by a person who gives financial, corporate governance or proxy voting advice in the ordinary course of business and concerns proxy voting advice if (i) the person discloses to the shareholder any significant relationship with the corporation and any of its affiliates or with a shareholder who has submitted a proposal pursuant to subsection 137(1) of the Act and any material interests the person has in relation to a matter on which advice is given, (ii) the person receives any special commission or remuneration for giving the proxy voting advice only from the shareholder or shareholders receiving the advice, and (iii) the proxy voting advice is not given on behalf of any person soliciting proxies or on behalf of a nominee for election as a director; or (d) by a person who does not seek directly or indirectly, the power to act as proxy for a shareholder. (2) The circumstances described in paragraph (1)(a) are not prescribed circumstances if the communication is made by (a) a shareholder who is an officer or director of the corporation, or who serves in a similar capacity, if the communication is financed directly or indirectly by the corporation; (b) a shareholder who is a nominee or who proposes a nominee for election as a director, if the communication relates to the election of directors; (c) a shareholder whose communication is in opposition to an amalgamation, arrangement, consolidation or other transaction recommended or approved by the board of directors of the corporation and who is proposing or intends to propose an alternative transaction to which the shareholder or an affiliate or associate of the shareholder is a party; (d) a shareholder who, because of a material interest in the subject-matter to be voted on at a shareholders meeting, is likely to receive a benefit from its approval or non-approval, which benefit would not be shared pro rata by all other holders of the same class of shares, unless the benefit arises from the shareholder’s employment with the corporation; or (e) any person acting on behalf of a shareholder described in any of paragraphs (a) to (d). SOR/2008-315, s. 5(F)
Canada Business Corporations Regulations, 2001 — 69
69 (1) For the purpose of subsection 150(1.2) of the Act, the prescribed circumstances are those in which the solicitation conveyed by public broadcast, speech or publication sets out the information provided for in Items 3.2, 3.4, 5(b) and 11 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102. (2) A person making a solicitation referred to in subsection (1) shall send the required information and a copy of any related written communication to the Director and to the corporation before soliciting proxies. SOR/2008-315, s. 6
Canada Business Corporations Regulations, 2001 — 70
70 The following definitions apply in this Part. Canadian GAAP means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting or the CPA Canada Public Sector Accounting Handbook , as amended from time to time. ( PCGR canadiens ) Canadian GAAS means generally accepted auditing standards as set out in the CPA Canada Handbook – Assurance , as amended from time to time. ( NVGR canadiennes ) NI 52-107 means National Instrument 52-107 of the Canadian Securities Administrators, entitled Acceptable Accounting Principles, Auditing Standards and Reporting Currency and published January 16, 2004, as amended from time to time. ( Règlement 52-107 ) Part V [Repealed, SOR/2016-98, s. 1] SEC means the United States Securities and Exchange Commission. ( SEC ) SEC registrant means a corporation that (a) has securities registered under section 12 of the Securities Exchange Act of 1934 of the United States, as amended from time to time, or is required to file reports under section 15(d) of that Act; and (b) is not registered or required to be registered as an investment company under the Investment Company Act of 1940 of the United States, as amended from time to time. ( société inscrite auprès de la SEC ) US GAAP means the generally accepted accounting principles established by the Financial Accounting Standards Board of the United States, as amended from time to time. ( PCGR américains ) 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 ) SOR/2005-51, s. 1; SOR/2010-305, s. 1; SOR/2016-98, s. 1
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
Canadian GAAP means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting or the CPA Canada Public Sector Accounting Handbook , as amended from time to time. ( PCGR canadiens )
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
Canadian GAAS means generally accepted auditing standards as set out in the CPA Canada Handbook – Assurance , as amended from time to time. ( NVGR canadiennes )
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
NI 52-107 means National Instrument 52-107 of the Canadian Securities Administrators, entitled Acceptable Accounting Principles, Auditing Standards and Reporting Currency and published January 16, 2004, as amended from time to time. ( Règlement 52-107 )
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
SEC means the United States Securities and Exchange Commission. ( SEC )
Canada Business Corporations Regulations, 2001 — (a)
SEC registrant means a corporation that (a) has securities registered under section 12 of the Securities Exchange Act of 1934 of the United States, as amended from time to time, or is required to file reports under section 15(d) of that Act; and (b) is not registered or required to be registered as an investment company under the Investment Company Act of 1940 of the United States, as amended from time to time. ( société inscrite auprès de la SEC )
Canada Business Corporations Regulations, 2001 — Canada Business Corporations Regulations, 2001
US GAAP means the generally accepted accounting principles established by the Financial Accounting Standards Board of the United States, as amended from time to time. ( PCGR américains )