Canada Business Corporations Act
Sections and provisions with full text and the judgments that cite each one.
Section 141 — Voting
Unless the by-laws otherwise provide, voting at a meeting of shareholders shall be by show of hands except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting.…
Section 142 — Resolution in lieu of meeting
Except where a written statement is submitted by a director under subsection 110(2) or by an auditor under subsection 168(5), a resolution in writing signed by all the shareholders entitled to vote…
Section 143 — Requisition of meeting
The holders of not less than five per cent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of…
Section 144 — Meeting called by court
A court, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Director, may order a meeting of a corporation to be called, held and conducted in…
Section 145 — Court review of election
A corporation or a shareholder or director may apply to a court to determine any controversy with respect to an election or appointment of a director or auditor of the corporation. On an application…
Section 145.1 — Pooling agreement
A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them shall be voted as provided in the agreement.
Section 146 — Unanimous shareholder agreement
An otherwise lawful written agreement among all the shareholders of a corporation, or among all the shareholders and one or more persons who are not shareholders, that restricts, in whole or in part,…
Section 147 — Definitions
In this Part, form of proxy means a written or printed form that, on completion and execution or, in Quebec, on signing by or on behalf of a shareholder, becomes a proxy; ( formulaire de procuration…
Section 148 — Appointing proxyholder
A shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or one or more alternate proxyholders who are not required to be shareholders, to attend and…
Section 149 — Mandatory solicitation
Subject to subsection (2), the management of a corporation shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder who is…
Section 150 — Soliciting proxies
A person shall not solicit proxies unless in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular in prescribed form, either as an appendix to or…
Section 151 — Exemption
On the application of an interested person, the Director may exempt the person, on any terms that the Director thinks fit, from any of the requirements of section 149 or subsection 150(1) or 153(1).…
Section 152 — Attendance at meeting
A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is given and comply with the…
Section 153 — Duty of intermediary
Shares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay…
Section 154 — Restraining order
If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact required therein or necessary to make a…
Section 155 — Annual financial statements
The directors of a corporation shall place before the shareholders at every annual meeting prescribed comparative financial statements that conform to any prescribed requirements and relate…
Section 156 — Application for exemption
On the application of a corporation, the Director may exempt the corporation, on any terms that the Director thinks fit, from any requirement set out in section 155 or any of sections 157 to 160, if…
Section 157 — Consolidated statements
A corporation shall keep at its registered office a copy of the financial statements of each of its subsidiary bodies corporate and of each body corporate the accounts of which are consolidated in…
Section 158 — Approval of financial statements
The directors of a corporation shall approve the financial statements referred to in section 155 and the approval shall be evidenced by the manual signature of one or more directors or a facsimile of…
Section 159 — Copies to shareholders
A corporation shall, not less than twenty-one days before each annual meeting of shareholders or before the signing of a resolution under paragraph 142(1)(b) in lieu of the annual meeting, send a…
Section 160 — Copies to Director
A distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall send a copy of the documents referred to in section 155 to the…
Section 161 — Qualification of auditor
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…
Section 162 — Appointment of auditor
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…
Section 163 — Dispensing with auditor
The shareholders of a corporation that is not a distributing corporation may resolve not to appoint an auditor. A resolution under subsection (1) is valid only until the next succeeding annual…
Section 164 — Ceasing to hold office
An auditor of a corporation ceases to hold office when the auditor dies or resigns; or is removed pursuant to section 165. A resignation of an auditor becomes effective at the time a written…
Section 165 — Removal of auditor
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. A vacancy created by the…
Section 166 — Filling vacancy
Subject to subsection (3), the directors shall forthwith fill a vacancy in the office of auditor. If there is not a quorum of directors, the directors then in office shall, within twenty-one days…
Section 167 — Court appointed auditor
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…
Section 168 — Right to attend meeting
The auditor of a corporation is entitled to receive notice of every meeting of shareholders and, at the expense of the corporation, to attend and be heard on matters relating to the auditor’s duties.…
Section 169 — Examination
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…
Section 170 — Right to information
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 information and explanations, and access…
Section 171 — Audit committee
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…
Section 172 — Qualified privilege (defamation)
Any oral or written statement or report made under this Act by the auditor or former auditor of a corporation has qualified privilege.
Section 172.1 — Diversity in corporations
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…
Section 173 — Amendment of articles
Subject to sections 176 and 177, the articles of a corporation may by special resolution be amended to change its name; change the province in which its registered office is situated; add, change or…
Section 174 — Constraints on shares
Subject to sections 176 and 177, a distributing corporation, any of the issued shares of which remain outstanding and are held by more than one person, may by special resolution amend its articles in…
Section 175 — Proposal to amend
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…
Section 176 — Class vote
The holders of shares of a class or, subject to subsection (4), of a series are, unless the articles otherwise provide in the case of an amendment referred to in paragraphs (a), (b) and (e), entitled…
Section 177 — Delivery of articles
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…
Section 178 — Certificate of amendment
On receipt of articles of amendment, the Director shall issue a certificate of amendment in accordance with section 262.
Section 179 — Effect of certificate
An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly. No amendment to the articles affects an existing cause of action or claim or…
Section 180 — Restated articles
The directors may at any time, and shall when reasonably so directed by the Director, restate the articles of incorporation. Restated articles of incorporation in the form that the Director fixes…
Section 181 — Amalgamation
Two or more corporations, including holding and subsidiary corporations, may amalgamate and continue as one corporation.
Section 182 — Amalgamation agreement
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 the provisions that are required…
Section 183 — Shareholder approval
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…
Section 184 — Vertical short-form amalgamation
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 the amalgamation is approved by a…
Section 185 — Sending of articles
Subject to subsection 183(6), after an amalgamation has been adopted under section 183 or approved under section 184, articles of amalgamation in the form that the Director fixes shall be sent to the…
Section 186 — Effect of certificate
On the date shown in a certificate of amalgamation the amalgamation of the amalgamating corporations and their continuance as one corporation become effective; the property of each amalgamating…
Section 186.1 — Amalgamation under other federal Acts
Subject to subsection (2), a corporation may not amalgamate with one or more bodies corporate pursuant to the Bank Act , the Canada Cooperatives Act , the Cooperative Credit Associations Act , the…
Section 187 — Continuance (import)
A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Director for a certificate…