Canada Business Corporations Act
Sections and provisions with full text and the judgments that cite each one.
Section 238 — Definitions
In this Part, action means an action under this Act; ( action ) complainant means a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a…
Section 239 — Commencing derivative action
Subject to subsection (2), a complainant may apply to a court for leave to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which…
Section 240 — Powers of court
In connection with an action brought or intervened in under section 239, the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing, an order…
Section 241 — Application to court re oppression
A complainant may apply to a court for an order under this section. If, on an application under subsection (1), the court is satisfied that in respect of a corporation or any of its affiliates any…
Section 242 — Evidence of shareholder approval not decisive
An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the…
Section 243 — Application to court to rectify records
If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a…
Section 244 — Application for directions
The Director may apply to a court for directions in respect of any matter concerning the Director’s duties under this Act, and on such application the court may give such directions and make such…
Section 245 — Notice of refusal by Director
If the Director refuses to file any articles or other document that this Act requires the Director to file before the articles or other document become effective, the Director shall, within twenty…
Section 246 — Appeal from Director’s decision
A person who feels aggrieved by a decision of the Director referred to in any of paragraphs (a) to (g) may apply to a court for an order, including an order requiring the Director to change the…
Section 247 — Restraining or compliance order
If a corporation or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation does not comply with this Act, the…
Section 248 — Summary application to court
Where this Act states that a person may apply to a court, the application may be made in a summary manner by petition, originating notice of motion, or otherwise as the rules of the court provide,…
Section 249 — Appeal of final order
An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act. An appeal lies to the court of appeal of a province from any order other than…
Section 250 — Offences with respect to reports
A person who makes or assists in making a report, return, notice or other document required by this Act or the regulations to be sent to the Director or to any other person that contains an untrue…
Section 251 — Offence
Every person who, without reasonable cause, contravenes a provision of this Act or the regulations for which no punishment is provided is guilty of an offence punishable on summary conviction.
Section 252 — Order to comply
Where a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order…
Section 252.1 — Definitions
The definitions in this section apply in this Part. electronic document means, except in section 252.6, any form of representation of information or of concepts fixed in any medium in or by…
Section 252.2 — Application
This Part does not apply to a notice, document or other information sent to or issued by the Director pursuant to this Act or to any prescribed notice, document or other information.
Section 252.3 — Use not mandatory
Nothing in this Act or the regulations requires a person to create or provide an electronic document. Despite anything in this Part, a requirement under this Act or the regulations to provide a…
Section 252.4 — Creation and provision of information
A requirement under this Act or the regulations that a notice, document or other information be created or provided, is satisfied by the creation or provision of an electronic document if the by-laws…
Section 252.5 — Creation of information in writing
A requirement under this Act or the regulations that a notice, document or other information be created in writing is satisfied by the creation of an electronic document if, in addition to the…
Section 252.6 — Statutory declarations and affidavits
A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if the person who makes the statutory declaration or affidavit…
Section 252.7 — Signatures
A requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an…
Section 253 — Notice to directors and shareholders
A notice or document required by this Act, the regulations, the articles or the by-laws to be sent to a shareholder or director of a corporation may be sent by prepaid mail addressed to, or may be…
Section 254 — Notice to and service on a corporation
A notice or document required to be sent to or served on a corporation may be sent by registered mail to the registered office of the corporation shown in the last notice filed under section 19 and,…
Section 255 — Waiver of notice
Where a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged…
Section 256 — Certificate of Director
Where this Act requires or authorizes the Director to issue a certificate or to certify any fact, the certificate shall be signed by the Director or by a Deputy Director authorized under section 260.…
Section 257 — Certificate of corporation
A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous shareholder agreement, the minutes of the meetings of the directors, a…
Section 258 — Copies
Where a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy thereof.
Section 258.1 — Content and form of documents
The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices, documents or other information sent to or issued by the Director under…
Section 258.2 — Exemption
In the prescribed circumstances, the Director may, on any conditions that the Director considers appropriate, exempt from the application of any provision of this Act requiring notices or documents…
Section 259 — Proof required by Director
The Director may require that a document or a fact stated in a document or in any information required by this Act or the regulations to be sent to the Director shall be verified in accordance with…
Section 260 — Appointment of Director
The Minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.
Section 261 — Regulations
The Governor in Council may make regulations providing for anything that by this Act is to be prescribed or provided for by the regulations; defining anything that, by this Act, is to be defined by…
Section 261.1 — Payment of fees
A fee in respect of the receipt or copying of any document or other information shall be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or…
Section 262 — Definition of statement
In this section, statement means a statement of intent to dissolve and a statement of revocation of intent to dissolve referred to in section 211. If this Act requires that articles or a statement…
Section 262.1 — Signature
A signature required on a certificate issued by the Director under this Act may be printed or otherwise mechanically reproduced on the certificate or may be in accordance with the regulations made…
Section 262.2 — Publication
The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 21.303(3),…
Section 263 — Annual return
Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.
Section 263.1 — Certificate
The Director may provide any person with a certificate stating that a corporation has sent to the Director a document or other information required to be sent under this Act; has paid all required…
Section 264 — Alteration
The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person’s representative.
Section 265 — Corrections at request of Director
If there is an error in articles, a notice, a certificate or other document, the directors or shareholders of the corporation shall, on the request of the Director, pass the resolutions and send to…
Section 265.1 — Cancellation of articles by Director
In the prescribed circumstances, the Director may cancel the articles and related certificate of a corporation. Before proceeding under subsection (1), the Director must be satisfied that the…
Section 266 — Examination
A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document or other information — except any information sent under…
Section 266.1 — Information not to be made available
The Director shall not make available any information that could reasonably be expected to reveal the identity of a person who, on their own initiative, provides information relating to the…
Section 267 — Director’s obligation to keep documents
Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation shall be kept by the…
Section 267.1 — Form of publication
Information or notices required by this Act to be summarized in a publication generally available to the public or published by the Director may be made available to the public or published by any…
Section 268 — Definition of charter
In this section, charter includes an act of incorporation and any amendments thereto; and letters patent of incorporation and any letters patent supplementary thereto. In connection with a…