GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Act — C-44 88
Further evidence of compliance 88 The evidence of compliance referred to in section 87 shall include a statement by the person giving the evidence (a) declaring that they have read and understand the conditions of the trust indenture described in section 86; (b) describing the nature and scope of the examination or investigation on which the certificate, statement or opinion is based; and (c) declaring that they have made the examination or investigation that they believe necessary to enable them to make their statements or give their opinions. R.S., 1985, c. C-44, s. 88; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 89
Trustee may require evidence of compliance 89 (1) On the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall furnish the trustee with evidence in such form as the trustee may require as to compliance with any condition thereto relating to any action required or permitted to be taken by the issuer or guarantor under the trust indenture. Certificate of compliance (2) At least once in each twelve month period beginning on the date of the trust indenture and at any other time on the demand of a trustee, the issuer or guarantor of debt obligations issued under a trust indenture shall furnish the trustee with a certificate that the issuer or guarantor has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or, if there has been failure to so comply, giving particulars thereof. 1974-75-76, c. 33, s. 84; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 90
Notice of default 90 The trustee shall give to the holders of debt obligations issued under a trust indenture, within thirty days after the trustee becomes aware of the occurrence thereof, notice of every event of default arising under the trust indenture and continuing at the time the notice is given, unless the trustee reasonably believes that it is in the best interests of the holders of the debt obligations to withhold such notice and so informs the issuer and guarantor in writing. 1974-75-76, c. 33, s. 85; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 91
Duty of care 91 A trustee in exercising their powers and discharging their duties shall (a) act honestly and in good faith with a view to the best interests of the holders of the debt obligations issued under the trust indenture; and (b) exercise the care, diligence and skill of a reasonably prudent trustee. R.S., 1985, c. C-44, s. 91; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 92
Reliance on statements 92 Notwithstanding section 91, a trustee is not liable if they rely in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture. R.S., 1985, c. C-44, s. 92; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 93
No exculpation 93 No term of a trust indenture or of any agreement between a trustee and the holders of debt obligations issued thereunder or between the trustee and the issuer or guarantor shall operate so as to relieve a trustee from the duties imposed on the trustee by section 91. R.S., 1985, c. C-44, s. 93; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 94
Functions of receiver or sequestrator 94 A receiver or sequestrator of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property, pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the corporation. R.S., 1985, c. C-44, s. 94; 2001, c. 14, s. 135(E); 2011, c. 21, s. 44(E)
Canada Business Corporations Act — C-44 95
Functions of receiver-manager 95 A receiver-manager of the corporation may carry on any business of the corporation to protect the security interest of those on behalf of whom the receiver-manager is appointed. R.S., 1985, c. C-44, s. 95; 2001, c. 14, s. 135(E); 2011, c. 21, s. 45
Canada Business Corporations Act — C-44 96
Directors’ powers cease 96 If a receiver-manager or sequestrator is appointed by a court or under an instrument or act, the powers of the directors of the corporation that the receiver-manager or sequestrator is authorized to exercise may not be exercised by the directors until the receiver-manager or sequestrator is discharged. R.S., 1985, c. C-44, s. 96; 2011, c. 21, s. 45
Canada Business Corporations Act — C-44 97
Duty to act 97 A receiver, receiver-manager or sequestrator appointed by a court shall act in accordance with the directions of the court. R.S., 1985, c. C-44, s. 97; 2011, c. 21, s. 46(E)
Canada Business Corporations Act — C-44 98
Duty under instrument or act 98 A receiver, receiver-manager or sequestrator appointed under an instrument or act shall act in accordance with that instrument or act and any direction of a court made under section 100. R.S., 1985, c. C-44, s. 98; 2011, c. 21, s. 46(E)
Canada Business Corporations Act — C-44 99
Duty of care 99 A receiver, receiver-manager or sequestrator of a corporation appointed under an instrument or act shall (a) act honestly and in good faith; and (b) deal with any property of the corporation in their possession or control in a commercially reasonable manner. R.S., 1985, c. C-44, s. 99; 2001, c. 14, s. 135(E); 2011, c. 21, s. 47(E)
Canada Business Corporations Act — C-44 100
Directions given by court 100 On an application by a receiver, receiver-manager or sequestrator, whether appointed by a court or under an instrument or act, or on an application by any interested person, a court may make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts; (b) an order determining the notice to be given to any person or dispensing with notice to any person; (c) an order fixing the remuneration of the receiver, receiver-manager or sequestrator; (d) an order requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom the receiver, receiver-manager or sequestrator is appointed, to make good any default in connection with the receiver’s, receiver-manager’s or sequestrator’s custody or management of the property and business of the corporation, or to relieve any such person from any default on any terms that the court thinks fit, and to confirm any act of the receiver, receiver-manager or sequestrator; and (e) an order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator. R.S., 1985, c. C-44, s. 100; 2001, c. 14, s. 135(E); 2011, c. 21, s. 48(E)
Canada Business Corporations Act — C-44 101
Duties of receiver, receiver-manager or sequestrator 101 A receiver, receiver-manager or sequestrator shall (a) immediately notify the Director of their appointment and discharge; (b) take into their custody and control the property of the corporation in accordance with the court order or instrument or act under which they are appointed; (c) open and maintain a bank account in their name as receiver, receiver-manager or sequestrator of the corporation for the moneys of the corporation coming under their control; (d) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator; (e) keep accounts of their administration that shall be available during usual business hours for inspection by the directors of the corporation; (f) prepare at least once in every six month period after the date of their appointment financial statements of their administration as far as is practicable in the form required by section 155; and (g) on completion of their duties, render a final account of their administration in the form adopted for interim accounts under paragraph (f). R.S., 1985, c. C-44, s. 101; 2001, c. 14, s. 135(E); 2011, c. 21, s. 49(E)
Canada Business Corporations Act — C-44 102
Duty to manage or supervise management 102 (1) Subject to any unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of a corporation. Number of directors (2) A corporation shall have one or more directors but a distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall have not fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates. R.S., 1985, c. C-44, s. 102; 2001, c. 14, s. 35
Canada Business Corporations Act — C-44 103
By-laws 103 (1) Unless the articles, by-laws or a unanimous shareholder agreement otherwise provide, the directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the corporation. Shareholder approval (2) The directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal. Effective date (3) A by-law, or an amendment or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed or confirmed as amended, it continues in effect in the form in which it was so confirmed. Idem (4) If a by-law, an amendment or a repeal is rejected by the shareholders, or if the directors do not submit a by-law, an amendment or a repeal to the shareholders as required under subsection (2), the by-law, amendment or repeal ceases to be effective and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders. Shareholder proposal (5) A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to make, amend or repeal a by-law. R.S., 1985, c. C-44, s. 103; 2001, c. 14, s. 36(F)
Canada Business Corporations Act — C-44 104
Organization meeting 104 (1) After issue of the certificate of incorporation, a meeting of the directors of the corporation shall be held at which the directors may (a) make by-laws; (b) adopt forms of security certificates and corporate records; (c) authorize the issue of securities; (d) appoint officers; (e) appoint an auditor to hold office until the first annual meeting of shareholders; (f) make banking arrangements; and (g) transact any other business. Exception (2) Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 185(4) or to which a certificate of continuance has been issued under subsection 187(4). Calling meeting (3) An incorporator or a director may call the meeting of directors referred to in subsection (1) by giving not less than five days notice thereof by mail to each director, stating the time and place of the meeting. 1974-75-76, c. 33, s. 99; 1978-79, c. 9, ss. 1(F), 28
Canada Business Corporations Act — C-44 105
Qualifications of directors 105 (1) The following persons are disqualified from being a director of a corporation: (a) anyone who is less than eighteen years of age; (b) anyone who is incapable; (c) a person who is not an individual; or (d) a person who has the status of bankrupt. Further qualifications (2) Unless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation. Residency (3) Subject to subsection (3.1), at least twenty-five per cent of the directors of a corporation must be resident Canadians. However, if a corporation has less than four directors, at least one director must be a resident Canadian. Exception — Canadian ownership or control (3.1) If a corporation engages in an activity in Canada in a prescribed business sector or if a corporation, by an Act of Parliament or by a regulation made under an Act of Parliament, is required, either individually or in order to engage in an activity in Canada in a particular business sector, to attain or maintain a specified level of Canadian ownership or control, or to restrict, or to comply with a restriction in relation to, the number of voting shares that any one shareholder may hold, own or control, then a majority of the directors of the corporation must be resident Canadians. Clarification (3.2) Nothing in subsection (3.1) shall be construed as reducing any requirement for a specified number or percentage of resident Canadian directors that otherwise applies to a corporation referred to in that subsection. If only one or two directors (3.3) If a corporation referred to in subsection (3.1) has only one or two directors, that director or one of the two directors, as the case may be, must be a resident Canadian. Exception for holding corporation (4) Despite subsection (3.1), not more than one third of the directors of a holding corporation referred to in that subsection need be resident Canadians if the holding corporation earns in Canada directly or through its subsidiaries less than five per cent of the gross revenues of the holding corporation and all of its subsidiary bodies corporate together as shown in (a) the most recent consolidated financial statements of the holding corporation referred to in section 157; or (b) the most recent financial statements of the holding corporation and its subsidiary bodies corporate as at the end of the last completed financial year of the holding corporation. R.S., 1985, c. C-44, s. 105; 2001, c. 14, s. 37; 2018, c. 8, s. 12
Canada Business Corporations Act — C-44 106
ors, who shall hold office for a term ending not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed shall not exceed one third of the number of directors elected at the previous annual meeting of shareholders. Exception (8.1) If an individual who was a candidate in an election held in accordance with subsection (3.4) was not elected during that election, the individual is not to be appointed, except in prescribed circumstances, as a director under subsection (8) or 111(1) before the next meeting of shareholders at which an election of directors is required. Election or appointment as director (9) An individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unless (a) he or she was present at the meeting when the election or appointment took place and he or she did not refuse to hold office as a director; or (b) he or she was not present at the meeting when the election or appointment took place and (i) he or she consented to hold office as a director in writing before the election or appointment or within ten days after it, or (ii) he or she has acted as a director pursuant to the election or appointment. R.S., 1985, c. C-44, s. 106; 1994, c. 24, s. 11; 2001, c. 14, ss. 38, 135(E) 2018, c. 8, s. 13
Canada Business Corporations Act — C-44 107
Cumulative voting 107 Where the articles provide for cumulative voting, (a) the articles shall require a fixed number and not a minimum and maximum number of directors; (b) each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected, and may cast all of those votes in favour of one candidate or distribute them among the candidates in any manner; (c) a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting two or more persons to be elected by a single resolution; (d) if a shareholder has voted for more than one candidate without specifying the distribution of votes, the shareholder is deemed to have distributed the votes equally among those candidates; (e) if the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled; (f) each director ceases to hold office at the close of the first annual meeting of shareholders following the director’s election; (g) a director may be removed from office only if the number of votes cast in favour of the director’s removal is greater than the product of the number of directors required by the articles and the number of votes cast against the motion; and (h) the number of directors required by the articles may be decreased only if the votes cast in favour of the motion to decrease the number of directors is greater than the product of the number of directors required by the articles and the number of votes cast against the motion. R.S., 1985, c. C-44, s. 107; 2001, c. 14, ss. 39(E), 135(E)
Canada Business Corporations Act — C-44 108
Ceasing to hold office 108 (1) A director of a corporation ceases to hold office when the director (a) dies or resigns; (b) is removed in accordance with section 109; or (c) becomes disqualified under subsection 105(1). Effective date of resignation (2) A resignation of a director becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later. R.S., 1985, c. C-44, s. 108; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 109
Removal of directors 109 (1) Subject to paragraph 107(g), the shareholders of a corporation may by ordinary resolution at a special meeting remove any director or directors from office. Exception (2) Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series. Vacancy (3) Subject to paragraphs 107(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 111. Resignation (or removal) (4) If all of the directors have resigned or have been removed without replacement, a person who manages or supervises the management of the business and affairs of the corporation is deemed to be a director for the purposes of this Act. Exception (5) Subsection (4) does not apply to (a) an officer who manages the business or affairs of the corporation under the direction or control of a shareholder or other person; (b) a lawyer, notary, accountant or other professional who participates in the management of the corporation solely for the purpose of providing professional services; or (c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy. R.S., 1985, c. C-44, s. 109; 2001, c. 14, s. 40; 2011, c. 21, s. 50(E)
Canada Business Corporations Act — C-44 110
Attendance at meeting 110 (1) A director of a corporation is entitled to receive notice of and to attend and be heard at every meeting of shareholders. Statement of director (2) A director who (a) resigns, (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire, is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing any proposed action or resolution. Circulating statement (3) A corporation shall forthwith send a copy of the statement referred to in subsection (2) to every shareholder entitled to receive notice of any meeting referred to in subsection (1) and to the Director unless the statement is included in or attached to a management proxy circular required by section 150. Immunity (4) No corporation or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (3). R.S., 1985, c. C-44, s. 110; 2001, c. 14, s. 135(E); 2018, c. 8, s. 13.1(F)
Canada Business Corporations Act — C-44 111
Filling vacancy 111 (1) Despite subsection 114(3), but subject to subsections (3) and (4), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors or a failure to elect the number or minimum number of directors provided for in the articles. Calling meeting (2) If there is not a quorum of directors or if there has been a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office shall without delay call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder. Class director (3) If the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors and a vacancy occurs among those directors, (a) subject to subsection (4), the remaining directors elected by the holders of that class or series of shares may fill the vacancy except a vacancy resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the articles for that class or series; or (b) if there are no remaining directors any holder of shares of that class or series may call a meeting of the holders of shares of that class or series for the purpose of filling the vacancy. Shareholders filling vacancy (4) The articles may provide that a vacancy among the directors shall only be filled by a vote of the shareholders, or by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or series. Unexpired term (5) A director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor. R.S., 1985, c. C-44, s. 111; 2001, c. 14, ss. 41, 135(E)
Canada Business Corporations Act — C-44 112
Number of directors 112 (1) The shareholders of a corporation may amend the articles to increase or, subject to paragraph 107(h), to decrease the number of directors, or the minimum or maximum number of directors, but no decrease shall shorten the term of an incumbent director. Election of directors where articles amended (2) Where the shareholders at a meeting adopt an amendment to the articles of a corporation to increase or, subject to paragraph 107(h) and to subsection (1), decrease the number or minimum or maximum number of directors, the shareholders may, at the meeting, elect the number of directors authorized by the amendment, and for that purpose, notwithstanding subsections 179(1) and 262(3), on the issue of a certificate of amendment the articles are deemed to be amended as of the date the shareholders adopt the amendment. R.S., 1985, c. C-44, s. 112; 1994, c. 24, s. 12