GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Act — C-44 161
Qualification of auditor 161 (1) Subject to subsection (5), a person is disqualified from being an auditor of a corporation if the person is not independent of the corporation, any of its affiliates, or the directors or officers of any such corporation or its affiliates. Independence (2) For the purposes of this section, (a) independence is a question of fact; and (b) a person is deemed not to be independent if they or their business partner (i) is a business partner, a director, an officer or an employee of the corporation or any of its affiliates, or a business partner of any director, officer or employee of any such corporation or any of its affiliates, (ii) beneficially owns or controls, directly or indirectly, a material interest in the securities of the corporation or any of its affiliates, or (iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of the person’s proposed appointment as auditor of the corporation. Business partners (2.1) For the purposes of subsection (2), a person’s business partner includes a shareholder of that person. Duty to resign (3) An auditor who becomes disqualified under this section shall, subject to subsection (5), resign forthwith after becoming aware of the disqualification. Disqualification order (4) An interested person may apply to a court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant. Exemption order (5) An interested person may apply to a court for an order exempting an auditor from disqualification under this section and the court may, if it is satisfied that an exemption would not unfairly prejudice the shareholders, make an exemption order on such terms as it thinks fit, which order may have retrospective effect. R.S., 1985, c. C-44, s. 161; 2001, c. 14, ss. 78, 135(E); 2011, c. 21, s. 56(E); 2018, c. 8, s. 23(E)
Canada Business Corporations Act — C-44 162
Appointment of auditor 162 (1) Subject to section 163, shareholders of a corporation shall, by ordinary resolution, at the first annual meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting. Eligibility (2) An auditor appointed under section 104 is eligible for appointment under subsection (1). Incumbent auditor (3) Notwithstanding subsection (1), if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until a successor is appointed. Remuneration (4) The remuneration of an auditor may be fixed by ordinary resolution of the shareholders or, if not so fixed, may be fixed by the directors. 1974-75-76, c. 33, s. 156; 1978-79, c. 9, ss. 1(F), 48
Canada Business Corporations Act — C-44 163
Dispensing with auditor 163 (1) The shareholders of a corporation that is not a distributing corporation may resolve not to appoint an auditor. Limitation (2) A resolution under subsection (1) is valid only until the next succeeding annual meeting of shareholders. Unanimous consent (3) A resolution under subsection (1) is not valid unless it is consented to by all the shareholders, including shareholders not otherwise entitled to vote. (4) [Repealed, 1994, c. 24, s. 18] R.S., 1985, c. C-44, s. 163; 1992, c. 1, s. 56; 1994, c. 24, s. 18; 2001, c. 14, s. 79
Canada Business Corporations Act — C-44 164
Ceasing to hold office 164 (1) An auditor of a corporation ceases to hold office when the auditor (a) dies or resigns; or (b) is removed pursuant to section 165. Effective date of resignation (2) A resignation of an auditor 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. 164; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 165
Removal of auditor 165 (1) The shareholders of a corporation may by ordinary resolution at a special meeting remove from office the auditor other than an auditor appointed by a court under section 167. Vacancy (2) A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed or, if not so filled, may be filled under section 166. 1974-75-76, c. 33, s. 159; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 166
Filling vacancy 166 (1) Subject to subsection (3), the directors shall forthwith fill a vacancy in the office of auditor. Calling meeting (2) If there is not a quorum of directors, the directors then in office shall, within twenty-one days after a vacancy in the office of auditor occurs, call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by any shareholder. Shareholders filling vacancy (3) The articles of a corporation may provide that a vacancy in the office of auditor shall only be filled by vote of the shareholders. Unexpired term (4) An auditor appointed to fill a vacancy holds office for the unexpired term of the auditor’s predecessor. R.S., 1985, c. C-44, s. 166; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 167
Court appointed auditor 167 (1) If a corporation does not have an auditor, the court may, on the application of a shareholder or the Director, appoint and fix the remuneration of an auditor who holds office until an auditor is appointed by the shareholders. Exception (2) Subsection (1) does not apply if the shareholders have resolved under section 163 not to appoint an auditor. 1974-75-76, c. 33, s. 161; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 169
Examination 169 (1) An auditor of a corporation shall make the examination that is in their opinion necessary to enable them to report in the prescribed manner on the financial statements required by this Act to be placed before the shareholders, except such financial statements or part thereof that relate to the period referred to in subparagraph 155(1)(a)(ii). Reliance on other auditor (2) Notwithstanding section 170, an auditor of a corporation may reasonably rely on the report of an auditor of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation. Reasonableness (3) For the purpose of subsection (2), reasonableness is a question of fact. Application (4) Subsection (2) applies whether or not the financial statements of the holding corporation reported on by the auditor are in consolidated form. R.S., 1985, c. C-44, s. 169; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 170
Right to information 170 (1) On the demand of an auditor of a corporation, the present or former directors, officers, employees, agents or mandataries of the corporation shall provide any (a) information and explanations, and (b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169 and that the directors, officers, employees, agents or mandataries are reasonably able to provide. Idem (2) On the demand of the auditor of a corporation, the directors of the corporation shall (a) obtain from the present or former directors, officers, employees and agents or mandataries of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents or mandataries are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169; and (b) furnish the auditor with the information and explanations so obtained. No civil liability (3) A person who in good faith makes an oral or written communication under subsection (1) or (2) is not liable in any civil proceeding arising from having made the communication. R.S., 1985, c. C-44, s. 170; 2001, c. 14, ss. 81, 135(E); 2011, c. 21, s. 57(E)
Canada Business Corporations Act — C-44 171
Audit committee 171 (1) Subject to subsection (2), a corporation described in subsection 102(2) shall, and any other corporation may, have an audit committee composed of not less than three directors of the corporation, a majority of whom are not officers or employees of the corporation or any of its affiliates. Exemption (2) The Director may, on the application of a corporation, authorize the corporation to dispense with an audit committee, and the Director may, if satisfied that the shareholders will not be prejudiced, permit the corporation to dispense with an audit committee on any reasonable conditions that the Director thinks fit. Duty of committee (3) An audit committee shall review the financial statements of the corporation before such financial statements are approved under section 158. Auditor’s attendance (4) The auditor of a corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor. Calling meeting (5) The auditor of a corporation or a member of the audit committee may call a meeting of the committee. Notice of errors (6) A director or an officer of a corporation shall forthwith notify the audit committee and the auditor of any error or mis-statement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on. Error in financial statements (7) An auditor or former auditor of a corporation who is notified or becomes aware of an error or mis-statement in a financial statement on which they have reported, if in their opinion the error or mis-statement is material, shall inform each director accordingly. Duty of directors (8) When under subsection (7) the auditor or former auditor informs the directors of an error or mis-statement in a financial statement, the directors shall (a) prepare and issue revised financial statements; or (b) otherwise inform the shareholders and, if the corporation is one that is required to comply with section 160, it shall inform the Director of the error or mis-statement in the same manner as it informs the shareholders. Offence (9) Every director or officer of a corporation who knowingly fails to comply with subsection (6) or (8) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both. R.S., 1985, c. C-44, s. 171; 2001, c. 14, ss. 82, 135(E)
Canada Business Corporations Act — C-44 172
Qualified privilege (defamation) 172 Any oral or written statement or report made under this Act by the auditor or former auditor of a corporation has qualified privilege. 1974-75-76, c. 33, s. 166; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 172.1
Diversity in corporations 172.1 (1) The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and among the members of senior management as defined by regulation. Information to shareholders and Director (2) The corporation shall provide the information referred to in subsection (1) to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1). Information to Director (3) The corporation shall concurrently send the information referred to in subsection (1) to the Director. 2018, c. 8, s. 24
Canada Business Corporations Act — C-44 173
Amendment of articles 173 (1) Subject to sections 176 and 177, the articles of a corporation may by special resolution be amended to (a) change its name; (b) change the province in which its registered office is situated; (c) add, change or remove any restriction on the business or businesses that the corporation may carry on; (d) change any maximum number of shares that the corporation is authorized to issue; (e) create new classes of shares; (f) reduce or increase its stated capital, if its stated capital is set out in the articles; (g) change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued; (h) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series; (i) divide a class of shares, whether issued or unissued, into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof; (j) authorize the directors to divide any class of unissued shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof; (k) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series; (l) revoke, diminish or enlarge any authority conferred under paragraphs (j) and (k); (m) increase or decrease the number of directors or the minimum or maximum number of directors, subject to sections 107 and 112; (n) add, change or remove restrictions on the issue, transfer or ownership of shares; or (o) add, change or remove any other provision that is permitted by this Act to be set out in the articles. Termination (2) The directors of a corporation may, if authorized by the shareholders in the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the shareholders. Amendment of number name (3) Notwithstanding subsection (1), where a corporation has a designating number as a name, the directors may amend its articles to change that name to a verbal name. R.S., 1985, c. C-44, s. 173; 1994, c. 24, s. 19; 2001, c. 14, ss. 83, 134(F)
Canada Business Corporations Act — C-44 175
Proposal to amend 175 (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to amend the articles. Notice of amendment (2) Notice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amendment. R.S., 1985, c. C-44, s. 175; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 177
Delivery of articles 177 (1) Subject to any revocation under subsection 173(2) or 174(5), after an amendment has been adopted under section 173, 174 or 176 articles of amendment in the form that the Director fixes shall be sent to the Director. Reduction of stated capital (2) If an amendment effects or requires a reduction of stated capital, subsections 38(3) and (4) apply. R.S., 1985, c. C-44, s. 177; 2001, c. 14, s. 85
Canada Business Corporations Act — C-44 178
Certificate of amendment 178 On receipt of articles of amendment, the Director shall issue a certificate of amendment in accordance with section 262. 1974-75-76, c. 33, s. 172; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 179
Effect of certificate 179 (1) An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly. Rights preserved (2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the corporation or its directors or officers, or any civil, criminal or administrative action or proceeding to which a corporation or its directors or officers is a party. 1974-75-76, c. 33, s. 173; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 180
Restated articles 180 (1) The directors may at any time, and shall when reasonably so directed by the Director, restate the articles of incorporation. Delivery of articles (2) Restated articles of incorporation in the form that the Director fixes shall be sent to the Director. Restated certificate (3) On receipt of restated articles of incorporation, the Director shall issue a restated certificate of incorporation in accordance with section 262. Effect of certificate (4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments thereto. R.S., 1985, c. C-44, s. 180; 2001, c. 14, s. 86
Canada Business Corporations Act — C-44 181
Amalgamation 181 Two or more corporations, including holding and subsidiary corporations, may amalgamate and continue as one corporation. 1974-75-76, c. 33, s. 175; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 182
Amalgamation agreement 182 (1) Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out (a) the provisions that are required to be included in articles of incorporation under section 6; (b) the name and address of each proposed director of the amalgamated corporation; (c) the manner in which the shares of each amalgamating corporation are to be converted into shares or other securities of the amalgamated corporation; (d) if any shares of an amalgamating corporation are not to be converted into securities of the amalgamated corporation, the amount of money or securities of any body corporate that the holders of such shares are to receive in addition to or instead of securities of the amalgamated corporation; (e) the manner of payment of money instead of the issue of fractional shares of the amalgamated corporation or of any other body corporate the securities of which are to be received in the amalgamation; (f) whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, a copy of the proposed by-laws; and (g) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation. Cancellation (2) If shares of one of the amalgamating corporations are held by or on behalf of another of the amalgamating corporations, the amalgamation agreement shall provide for the cancellation of such shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of such shares into shares of the amalgamated corporation. 1974-75-76, c. 33, s. 176; 1978-79, c. 9, s. 1(F)
Canada Business Corporations Act — C-44 183
Shareholder approval 183 (1) The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the holders of shares of the amalgamating corporation of which they are directors and, subject to subsection (4), to the holders of each class or series of such shares. Notice of meeting (2) A notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder of each amalgamating corporation, and shall (a) include or be accompanied by a copy or summary of the amalgamation agreement; and (b) state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amalgamation. Right to vote (3) Each share of an amalgamating corporation carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote. Class vote (4) The holders of shares of a class or series of shares of each amalgamating corporation are entitled to vote separately as a class or series in respect of an amalgamation agreement if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle such holders to vote as a class or series under section 176. Shareholder approval (5) Subject to subsection (4), an amalgamation agreement is adopted when the shareholders of each amalgamating corporation have approved of the amalgamation by special resolutions. Termination (6) An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating corporation, notwithstanding approval of the agreement by the shareholders of all or any of the amalgamating corporations. R.S., 1985, c. C-44, s. 183; 2001, c. 14, ss. 87, 135(E)
Canada Business Corporations Act — C-44 184
Vertical short-form amalgamation 184 (1) A holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 182 and 183 if (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; (a.1) all of the issued shares of each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations; and (b) the resolutions provide that (i) the shares of each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect thereof, (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation, and (iii) no securities shall be issued by the amalgamated corporation in connection with the amalgamation and the stated capital of the amalgamated corporation shall be the same as the stated capital of the amalgamating holding corporation. Horizontal short-form amalgamation (2) Two or more wholly-owned subsidiary corporations of the same holding body corporate may amalgamate and continue as one corporation without complying with sections 182 and 183 if (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and (b) the resolutions provide that (i) the shares of all but one of the amalgamating subsidiary corporations shall be cancelled without any repayment of capital in respect thereof, (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating subsidiary corporation whose shares are not cancelled, and (iii) the stated capital of the amalgamating subsidiary corporations whose shares are cancelled shall be added to the stated capital of the amalgamating subsidiary corporation whose shares are not cancelled. R.S., 1985, c. C-44, s. 184; 1994, c. 24, s. 20; 2001, c. 14, s. 88