Canada Business Corporations Act
Sections and provisions with full text and the judgments that cite each one.
Section 89 — Trustee may require evidence of compliance
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…
Section 90 — Notice of default
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…
Section 91 — Duty of care
A trustee in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the holders of the debt obligations issued under the trust…
Section 92 — Reliance on statements
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…
Section 93 — No exculpation
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…
Section 94 — Functions of receiver or sequestrator
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…
Section 95 — Functions of receiver-manager
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.
Section 96 — Directors’ powers cease
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…
Section 97 — Duty to act
A receiver, receiver-manager or sequestrator appointed by a court shall act in accordance with the directions of the court.
Section 98 — Duty under instrument or act
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.
Section 99 — Duty of care
A receiver, receiver-manager or sequestrator of a corporation appointed under an instrument or act shall act honestly and in good faith; and deal with any property of the corporation in their…
Section 100 — Directions given by court
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…
Section 101 — Duties of receiver, receiver-manager or sequestrator
A receiver, receiver-manager or sequestrator shall immediately notify the Director of their appointment and discharge; take into their custody and control the property of the corporation in…
Section 102 — Duty to manage or supervise management
Subject to any unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of a corporation. A corporation shall have one or more directors…
Section 103 — By-laws
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…
Section 104 — Organization meeting
After issue of the certificate of incorporation, a meeting of the directors of the corporation shall be held at which the directors may make by-laws; adopt forms of security certificates and…
Section 105 — Qualifications of directors
The following persons are disqualified from being a director of a corporation: anyone who is less than eighteen years of age; anyone who is incapable; a person who is not an individual; or a person…
Section 106 — Notice of directors
At the time of sending articles of incorporation, the incorporators shall send to the Director a notice of directors in the form that the Director fixes, and the Director shall file the notice. Each…
Section 107 — Cumulative voting
Where the articles provide for cumulative voting, the articles shall require a fixed number and not a minimum and maximum number of directors; each shareholder entitled to vote at an election of…
Section 108 — Ceasing to hold office
A director of a corporation ceases to hold office when the director dies or resigns; is removed in accordance with section 109; or becomes disqualified under subsection 105(1). A resignation of a…
Section 109 — Removal of directors
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. Where the holders of any class or series…
Section 110 — Attendance at meeting
A director of a corporation is entitled to receive notice of and to attend and be heard at every meeting of shareholders. A director who resigns, receives a notice or otherwise learns of a meeting of…
Section 111 — Filling vacancy
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…
Section 112 — Number of directors
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…
Section 113 — Notice of change of director or director’s address
A corporation shall, within fifteen days after a change is made among its directors, or it receives a notice of change of address of a director referred to in subsection (1.1), send to the Director a…
Section 114 — Meeting of directors
Unless the articles or by-laws otherwise provide, the directors may meet at any place and on such notice as the by-laws require. Subject to the articles or by-laws, a majority of the number of…
Section 115 — Delegation
Directors of a corporation may appoint from their number a managing director who is a resident Canadian or a committee of directors and delegate to such managing director or committee any of the…
Section 116 — Validity of acts of directors and officers
An act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification.
Section 117 — Resolution in lieu of meeting
A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of…
Section 118 — Directors’ liability
Directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 25 for a consideration other than money are jointly and severally, or solidarily,…
Section 119 — Liability of directors for wages
Directors of a corporation are jointly and severally, or solidarily, liable to employees of the corporation for all debts not exceeding six months wages payable to each such employee for services…
Section 120 — Disclosure of interest
A director or an officer of a corporation shall disclose to the corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of…
Section 121 — Officers
Subject to the articles, the by-laws or any unanimous shareholder agreement, the directors may designate the offices of the corporation, appoint as officers persons of full capacity, specify their…
Section 122 — Duty of care of directors and officers
Every director and officer of a corporation in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the corporation; and…
Section 123 — Dissent
A director who is present at a meeting of directors or committee of directors is deemed to have consented to any resolution passed or action taken at the meeting unless the director requests a…
Section 124 — Indemnification
A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a…
Section 125 — Remuneration
Subject to the articles, the by-laws or any unanimous shareholder agreement, the directors of a corporation may fix the remuneration of the directors, officers and employees of the corporation.
Section 126 — Definitions
In this Part, business combination means an acquisition of all or substantially all the property of one body corporate by another, or an amalgamation of two or more bodies corporate, or any similar…
Section 127 to 129
[Repealed, 2001, c. 14, s. 53]
Section 130 — Prohibition of short sale
An insider shall not knowingly sell, directly or indirectly, a security of a distributing corporation or any of its affiliates if the insider selling the security does not own or has not fully paid…
Section 131 — Definitions
In this section, insider means, with respect to a corporation, the corporation; an affiliate of the corporation; a director or an officer of the corporation or of any person described in paragraph…
Section 132 — Place of meetings
Meetings of shareholders of a corporation shall be held at the place within Canada provided in the by-laws or, in the absence of such provision, at the place within Canada that the directors…
Section 133 — Calling annual meetings
The directors of a corporation shall call an annual meeting of shareholders not later than eighteen months after the corporation comes into existence; and subsequently, not later than fifteen months…
Section 134 — Fixing record date
The directors may, within the prescribed period, fix in advance a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend; entitled to…
Section 135 — Notice of meeting
Notice of the time and place of a meeting of shareholders shall be sent within the prescribed period to each shareholder entitled to vote at the meeting; each director; and the auditor of the…
Section 136 — Waiver of notice
A shareholder or any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders, and their attendance at a meeting of shareholders is a…
Section 137 — Proposals
Subject to subsections (1.1) and (1.2), a registered holder or beneficial owner of shares that are entitled to be voted at an annual meeting of shareholders may submit to the corporation notice of…
Section 138 — List of shareholders entitled to receive notice
A corporation shall prepare an alphabetical list of its shareholders entitled to receive notice of a meeting, showing the number of shares held by each shareholder, if a record date is fixed under…
Section 139 — Quorum
Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders, irrespective of the number of persons actually present at the meeting, if the holders of a…
Section 140 — Right to vote
Unless the articles otherwise provide, each share of a corporation entitles the holder thereof to one vote at a meeting of shareholders. If a body corporate or association is a shareholder of a…