ARCHIVED — Amendments to the Canada Business Corporations Regulations (2001)

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September 23, 2003

Corporations Canada wishes to inform you that amendments to the Canada Business Corporations Regulations (2001) came into force on September 18, 2003 as SOR/2003-217. The amendments will be published in the Canada Gazette Part II on October, 8, 2003. All of the amendments are of a technical nature as they correct minor errors in format, syntax, spelling, punctuation and make minor non-substantive clarifications.

The amendments, attached as Annex A, consist of:

  • repealing the use of the first expression of "distributing corporation" in subsection 2(2) because it is not required.
  • specifying in subsection 5(1) that the information be set out in the annual return must be the information as of the taxation year end date to clarify the issue for stakeholders.
  • adding to the French version of paragraph 16(b), the expression « de livres » because this term is in the English version but is missing in the French version.
  • correcting minor drafting errors in subsection 24(2) because "acquiring rights in the name" instead of "acquiring a name"
  • reflects the correct legal concept.
  • correcting minor drafting errors in section 34 because only "Inc." can be a legal element for a combined form of a name.
  • making the existing section 45, subsection 45(1) and adding a new subsection 45(2). The new subsection 45(2) will contain similar restrictions as subsection 45(1). The omission of subsection 45(2) was a minor drafting error because subsections 141(3) and (4) of the Canada Business Corporations Act were to have the same restrictions except subsection 141(3) applies to all the shareholders voting electronically whereas subsection 141(4) applies only to one person voting electronically.

All requests for information relating to the regulatory amendments should be sent to the:

Client Services Unit
Corporations Canada
Industry Canada
365 Laurier Avenue West
9th Floor, Jean Edmonds Tower South
Ottawa, Ontario
K1A OC8
Telephone: 1-866-333-5566

Richard G. Shaw
Director General

Annex A

Regulations amending the Canada Business Corporations Regulations, 2001

Amendments

1. Subsection 2(2) of the Canada Business Corporations Regulations, 20011 is replaced by the following:

(2) A corporation that is subject to an exemption under provincial securities legislation, or to an order of the relevant provincial securities regulator that provides that the corporation is not a "reporting issuer" for the purposes of the applicable legislation, is not a "distributing corporation" for the purpose of the definition of that expression in subsection (1).

2. Subsection 5(1) of the Regulations is replaced by the following:

5. (1) The annual return referred to in section 263 of the Act shall be sent to the Director within six months after the end of the corporation's taxation year, and shall set out the required information as of the date of the taxation year end.

3. Paragraph 16(b) of the French version of the Regulations is replaced by the following:

b) l'édition ou la distribution de livres;

4. Subsection 24(2) of the Regulations is replaced by the following:

(2) Subsection (1) does not apply if a person requesting a corporate name establishes that it has, through use, acquired rights in the name and the name continues at the time of the request to have secondary meaning.

5. Section 34 of the Regulations is replaced by the following:

34. For the purpose of subsection 10(3) of the Act, a combined English and French form of the name of a corporation shall include only the expression "Inc.". 6. (1) The portion of section 45 of the Regulations before paragraph (a) is replaced by the following:

45. (1) For the purpose of subsection 141(3) of the Act, when a vote is to be taken at a meeting of shareholders, the voting may be carried out by means of a telephonic, electronic or other communication facility, if the facility

(2) Section 45 of the Regulations is amended by adding the following after subsection (1):

(2) For the purpose of subsection 141(4) of the Act, a person who is entitled to vote at a meeting of shareholders may vote by means of a telephonic, electronic or other communication facility, if the facility

  1. enables the vote to be gathered in a manner that permits its subsequent verification; and
  2. permits the tallied vote to be presented to the corporation without it being possible for the corporation to identify how the shareholder voted.

Coming into Force

7. These Regulations come into force on the day on which they are registered.

1 SOR/2001-512. Return to (1)