Canada Business Corporations Act
Sections and provisions with full text and the judgments that cite each one.
Section 188 — Continuance — other jurisdictions
Subject to subsection (10), a corporation may apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated…
Section 189 — Borrowing powers
Unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors of a corporation may, without authorization of the shareholders,…
Section 190 — Right to dissent
Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the…
Section 191 — Definition of reorganization
In this section, reorganization means a court order made under section 241; the Bankruptcy and Insolvency Act approving a proposal; or any other Act of Parliament that affects the rights among the…
Section 192 — Definition of arrangement
In this section, arrangement includes an amendment to the articles of a corporation; an amalgamation of two or more corporations; an amalgamation of a body corporate with a corporation that results…
Section 193 — Going-private transactions
A corporation may carry out a going-private transaction. However, if there are any applicable provincial securities laws, a corporation may not carry out a going-private transaction unless the…
Section 194 — Squeeze-out transactions
A corporation may not carry out a squeeze-out transaction unless, in addition to any approval by holders of shares required by or under this Act or the articles of the corporation, the transaction is…
Section 195 to 205
[Repealed, 2001, c. 14, s. 97]
Section 206 — Definitions
The definitions in this subsection apply in this Part. dissenting offeree means, where a take-over bid is made for all the shares of a class of shares, a holder of a share of that class who does not…
Section 206.1 — Obligation to acquire shares
If a shareholder holding shares of a distributing corporation does not receive an offeror’s notice under subsection 206(3), the shareholder may within ninety days after the date of termination of the…
Section 207 — Definition of court
In this Part, court means a court having jurisdiction in the place where the corporation has its registered office.
Section 208 — Application of Part
This Part, other than sections 209 and 212, does not apply to a corporation that is an insolvent person or a bankrupt as those terms are defined in section 2 of the Bankruptcy and Insolvency Act .…
Section 209 — Revival
When a corporation or other body corporate is dissolved under this Part, section 268 of this Act, section 261 of the Canada Business Corporations Act , chapter 33 of the Statutes of Canada,…
Section 210 — Dissolution before commencing business
A corporation that has not issued any shares may be dissolved at any time by resolution of all the directors. A corporation that has no property and no liabilities may be dissolved by special…
Section 211 — Proposing liquidation and dissolution
The directors may propose, or a shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal for, the voluntary liquidation and…
Section 212 — Dissolution by Director
Subject to subsections (2) and (3), the Director may dissolve a corporation by issuing a certificate of dissolution under this section on the grounds that the corporation has not commenced business…
Section 213 — Grounds for dissolution
The Director or any interested person may apply to a court for an order dissolving a corporation if the corporation has failed for two or more consecutive years to comply with the requirements of…
Section 214 — Further grounds
A court may order the liquidation and dissolution of a corporation or any of its affiliated corporations on the application of a shareholder, if the court is satisfied that in respect of a…
Section 215 — Application for supervision
An application to a court to supervise a voluntary liquidation and dissolution under subsection 211(8) shall state the reasons, verified by an affidavit of the applicant, why the court should…
Section 216 — Application to court
An application to a court under subsection 214(1) shall state the reasons, verified by an affidavit of the applicant, why the corporation should be liquidated and dissolved. On an application under…
Section 217 — Powers of court
In connection with the dissolution or the liquidation and dissolution of a corporation, the court may, if it is satisfied that the corporation is able to pay or adequately provide for the discharge…
Section 218 — Effect of order
The liquidation of a corporation commences when a court makes an order therefor.
Section 219 — Cessation of business and powers
If a court makes an order for liquidation of a corporation, the corporation continues in existence but shall cease to carry on business, except the business that is, in the opinion of the liquidator,…
Section 220 — Appointment of liquidator
When making an order for the liquidation of a corporation or at any time thereafter, the court may appoint any person, including a director, an officer or a shareholder of the corporation or any…
Section 221 — Duties of liquidator
A liquidator shall forthwith after appointment give notice thereof to the Director and to each claimant and creditor known to the liquidator; without delay publish notice by insertion once a week for…
Section 222 — Powers of liquidator
A liquidator may retain lawyers, accountants, engineers, appraisers and other professional advisers; bring, defend or take part in any civil, criminal or administrative action or proceeding in the…
Section 223 — Costs of liquidation
A liquidator shall pay the costs of liquidation out of the property of the corporation and shall pay or make adequate provision for all claims against the corporation. Within one year after…
Section 224 — Right to distribution in money
If in the course of liquidation of a corporation the shareholders resolve or the liquidator proposes to exchange all or substantially all the property of the corporation for securities of another…
Section 225 — Custody of documents
A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the end of the prescribed period or of any…
Section 226 — Definition of shareholder
In this section, shareholder includes the heirs and personal representatives of a shareholder. Notwithstanding the dissolution of a body corporate under this Act, a civil, criminal or administrative…
Section 227 — Unknown claimants
On the dissolution of a body corporate under this Act, the portion of the property distributable to a creditor or shareholder who cannot be found shall be converted into money and paid to the…
Section 228 — Vesting in Crown
Subject to subsection 226(2) and section 227, property of a body corporate that has not been disposed of at the date of its dissolution under this Act vests in Her Majesty in right of Canada. If a…
Section 229 — Investigation
A security holder or the Director may apply, ex parte or on such notice as the court may require, to a court having jurisdiction in the place where the corporation has its registered office for an…
Section 230 — Powers of court
In connection with an investigation under this Part, the court may make any order it thinks fit including, without limiting the generality of the foregoing, an order to investigate; an order…
Section 231 — Power of inspector
An inspector under this Part has the powers set out in the order appointing him. In addition to the powers set out in the order appointing him, an inspector appointed to investigate a corporation may…
Section 232 — Hearing in camera
Any interested person may apply to the court for an order that a hearing conducted by an inspector under this Part be heard in camera and for directions on any matter arising in the investigation. A…
Section 233 — Criminating statements
No person is excused from attending and giving evidence and producing documents and records to an inspector under this Part by reason only that the evidence tends to criminate that person or subject…
Section 234 — Absolute privilege (defamation)
Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege.
Section 235 — Information respecting ownership and control
If the Director is satisfied that, for the purposes of Part XI, XIII or XVII, or for the purposes of enforcing any regulation made under section 174, there is reason to inquire into the ownership or…
Section 236 — Solicitor-client privilege or professional secrecy
Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.
Section 237 — Inquiries
The Director may make inquiries of any person relating to compliance with this Act and may, as part of any inquiry, require the person to provide any records or other documents or information. A…
Section 237.1 — Definitions
The definitions in this section apply in this Part. financial interest , with respect to a corporation, includes a security; a title to or an interest in capital, assets, property, profits, earnings…
Section 237.2 — Application of Part
This Part applies to the apportionment of damages awarded to a plaintiff for financial loss after a court has found more than one defendant or third party responsible for the financial loss. This…
Section 237.3 — Degree of responsibility
Subject to this section and sections 237.4 to 237.6, every defendant or third party who has been found responsible for a financial loss is liable to the plaintiff only for the portion of the damages…
Section 237.4 — Exception — fraud
The plaintiff may recover the whole amount of the damages awarded by the court from any defendant or third party who has been held responsible for a financial loss if it was established that the…
Section 237.5 — Individual or personal body corporate
Defendants and third parties referred to in subsection 237.2(1) are jointly and severally, or solidarily, liable for the damages awarded to a plaintiff who is an individual or a personal body…
Section 237.6 — Equitable grounds
If the value of the plaintiff’s total financial interest referred to in subsection 237.5(1) is greater than the prescribed amount, a court may nevertheless determine that the defendants and third…
Section 237.7 — Value of security
When, in order to establish the value of the total financial interest referred to in subsection 237.5(1), it is necessary to determine the value of a security that is traded on an organized market,…
Section 237.8 — Court determines value
The court shall determine the value of all or any part of a financial interest that is subject to resale restrictions or for which there is no organized market. The Governor in Council may establish…
Section 237.9 — Application to determine value
The plaintiff may, by application made at any time before or during the course of the proceedings, request the court to determine the value of the plaintiff’s financial interest for the purpose of…