Canada Business Corporations Act
Sections and provisions with full text and the judgments that cite each one.
Section 1 — Short title
This Act may be cited as the Canada Business Corporations Act .
Section 2 — Definitions
In this Act, affairs means the relationships among a corporation, its affiliates and the shareholders, directors and officers of such bodies corporate but does not include the business carried on by…
Section 2.1 — Individual with significant control
For the purposes of this Act, any of the following individuals is an individual with significant control over a corporation: an individual who has any of the following interests or rights, or any…
Section 3 — Application of Act
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. [Repealed, 1991, c. 45, s. 551]…
Section 4 — Purposes
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…
Section 5 — Incorporators
One or more individuals or bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 7. An individual may incorporate a corporation only if that…
Section 6 — Articles of incorporation
Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation, the name of the corporation; the province in Canada where the…
Section 7 — Delivery of articles of incorporation
An incorporator shall send to the Director articles of incorporation and the documents required by sections 19 and 106.
Section 8 — Certificate of incorporation
Subject to subsection (2), on receipt of articles of incorporation, the Director shall issue a certificate of incorporation in accordance with section 262. The Director may refuse to issue the…
Section 9 — Effect of certificate
A corporation comes into existence on the date shown in the certificate of incorporation.
Section 10 — Name of corporation
The word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation” or “Société par actions de régime fédéral” or the corresponding abbreviation “Ltd.”, “Ltée”, “Inc.”, “Corp.”…
Section 11 — Reserving name
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. If requested to do so by the incorporators or a…
Section 12 — Prohibited names
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…
Section 13 — Certificate of amendment
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…
Section 14 — Personal liability
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…
Section 15 — Capacity of a corporation
A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person. A corporation may carry on business throughout Canada. A corporation has the capacity…
Section 16 — Powers of a corporation
It is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors. A corporation shall not carry on any business or exercise any power that it…
Section 17 — No constructive notice
No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the document has been filed by the Director or is…
Section 18 — Authority of directors, officers and agents
No corporation and no guarantor of an obligation of a corporation may assert against a person dealing with the corporation or against a person who acquired rights from the corporation that the…
Section 19 — Registered office
A corporation shall at all times have a registered office in the province in Canada specified in its articles. A notice of registered office in the form that the Director fixes shall be sent to the…
Section 20 — Corporate records
A corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, records containing the articles and the by-laws, and all amendments…
Section 21 — Access to corporate records
Subject to subsection (1.1), shareholders and creditors of a corporation, their personal representatives and the Director may examine the records described in subsection 20(1) during the usual…
Section 21.1 — Register
The corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, a register of individuals with significant control over the…
Section 21.2 — Inability to identify individuals
A corporation to which section 21.1 applies shall take prescribed steps if it is unable to identify any individuals with significant control over the corporation.
Section 21.21 — Sending of information to Director
A corporation to which section 21.1 applies shall send to the Director on an annual basis, the information determined by the Director from among that in its register of individuals with significant…
Section 21.3 — Disclosure to Director
A corporation to which section 21.1 applies shall disclose to the Director, on request, any information in its register of individuals with significant control. [Repealed, 2023, c. 29, s. 3]…
Section 21.301 — Provision of information by Director
The Director may provide all or part of the information received under section 21.21 to an investigative body referred to in subsection 21.31(2), the Financial Transactions and Reports Analysis…
Section 21.302 — Provision of information by Director
The Director may provide all or part of the information received under section 21.21 to a provincial corporate registry or a provincial government department or agency that is responsible for…
Section 21.303 — Information available to public
The Director shall make available to the public the following information sent to the Director under section 21.21 for each individual with significant control: their name; their address for service,…
Section 21.31 — Disclosure to investigative bodies
On request by an investigative body referred to in subsection (2), a corporation to which section 21.1 applies shall, as soon as feasible after the request is served on the corporation or deemed to…
Section 21.32 — Record
Every investigative body that makes a request under subsection 21.31(1) shall keep a record setting out the following: the name of the corporation that was the subject of the request; the reasonable…
Section 21.4 — Offence
Every director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.1(1), 21.21(1) or (2), 21.3(1) or 21.31(1) by that corporation commits…
Section 22 — Form of records
All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by any system of…
Section 23 — Corporate seal
A corporation may, but need not, adopt a corporate seal, and may change a corporate seal that is adopted. A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely…
Section 24 — Shares
Shares of a corporation shall be in registered form and shall be without nominal or par value. When a body corporate is continued under this Act, a share with nominal or par value issued by the body…
Section 25 — Issue of shares
Subject to the articles, the by-laws and any unanimous shareholder agreement and to section 28, shares may be issued at such times and to such persons and for such consideration as the directors may…
Section 26 — Stated capital account
A corporation shall maintain a separate stated capital account for each class and series of shares it issues. A corporation shall add to the appropriate stated capital account the full amount of any…
Section 27 — Shares in series
The articles may authorize, subject to any limitations set out in them, the issue of any class of shares in one or more series and may do either or both of the following: fix the number of shares in,…
Section 28 — Pre-emptive right
If the articles so provide, no shares of a class shall be issued unless the shares have first been offered to the shareholders holding shares of that class, and those shareholders have a pre-emptive…
Section 29 — Options and rights
A corporation may issue certificates, warrants or other evidences of conversion privileges, options or rights to acquire securities of the corporation, and shall set out the conditions thereof in the…
Section 29.1 — Restriction regarding bearer shares
Despite section 29, a corporation shall not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation. A…
Section 30 — Corporation holding its own shares
Subject to subsection (2) and sections 31 to 36, a corporation shall not hold shares in itself or in its holding body corporate; and shall not permit any of its subsidiary bodies corporate to acquire…
Section 31 — Exception
A corporation may in the capacity of a personal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a…
Section 32 — Exception relating to Canadian ownership
Subject to subsection 39(8), a corporation may, for the purpose of assisting the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to…
Section 33 — Voting shares
A corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporation holds the shares in the capacity of a personal…
Section 34 — Acquisition of corporation’s own shares
Subject to subsection (2) and to its articles, a corporation may purchase or otherwise acquire shares issued by it. A corporation shall not make any payment to purchase or otherwise acquire shares…
Section 35 — Alternative acquisition of corporation’s own shares
Notwithstanding subsection 34(2), but subject to subsection (3) and to its articles, a corporation may purchase or otherwise acquire shares issued by it to settle or compromise a debt or claim…
Section 36 — Redemption of shares
Notwithstanding subsection 34(2) or 35(3), but subject to subsection (2) and to its articles, a corporation may purchase or redeem any redeemable shares issued by it at prices not exceeding the…
Section 37 — Gift or legacy of shares
A corporation may accept from any shareholder a share of the corporation surrendered to it as a gift including, in Quebec, a legacy but may not extinguish or reduce a liability in respect of an…
Section 38 — Other reduction of stated capital
Subject to subsection (3), a corporation may by special resolution reduce its stated capital for any purpose including, without limiting the generality of the foregoing, for the purpose of…