Marginal note:Evidence of members’ approval not decisive

• 254. (1) 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 corporation or its subsidiary has been or might be approved by the members of that body corporate, but evidence of approval by the members may be taken into account by the court in making an order under section 224, 252 or 253.

• Marginal note:Court approval to discontinue

  (2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by the stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant.

• Marginal note:No security for costs

  (3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.

• Marginal note:Interim costs

  (4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal costs and disbursements, but the complainant may be held accountable for those interim costs on final disposition of the application or action.

Marginal note:Application to court to rectify records

• 255. (1) 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 debt obligation holder, director, officer or member of the corporation or any aggrieved person may apply to a court for an order that the registers or records be rectified.

• Marginal note:Director’s right to appear

  (2) An applicant under this section shall give the Director notice of the application and the Director is entitled to appear before the court and be heard in person or by counsel.

• Marginal note:Powers of court

  (3) On an application under this section, the court may make

  • (a) an order requiring the registers or other records of the corporation to be rectified;

  • (b) an order restraining the corporation from calling or holding a meeting of members before that rectification;

  • (c) an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation;

  • (d) an order compensating a party who has incurred a loss; and

  • (e) any other order that it thinks fit.

Marginal note:Application for directions

256. On the application of the Director for directions in respect of any matter concerning the Director’s duties under this Act, a court may give any directions and make any further order that it thinks fit.

Marginal note:Notice of refusal by Director

• 257. (1) If the Director refuses to accept any document that takes effect under this Act on its acceptance or on the issuance of a certificate or other document, the Director shall, within the prescribed period, give written notice of the refusal to the person who sent the document, giving reasons.

• Marginal note:Deemed refusal

  (2) If the Director does not, within the prescribed period, accept the document, issue the certificate or other document or give the notice of refusal, the Director is deemed for the purposes of section 258 to have refused the document.

Marginal note:Appeal from Director’s decision

258. A court may, on the application of a person aggrieved by any of the following decisions of the Director, make any order that it thinks fit, including an order requiring the Director to change the decision:

• (a) to refuse to accept in the form submitted any articles or other document required by this Act to be sent to the Director;

• (b) to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 13;

• (c) not to accept a notice of registered office required by section 20;

• (d) to refuse to issue a certificate of discontinuance under section 213 or a certificate attesting that as of a certain date a corporation exists under subsection 290(2);

• (e) to issue, or to refuse to issue, a certificate of revival under section 219, or to impose terms for revival;

• (f) to dissolve a corporation under section 222;

• (g) to correct, or to refuse to correct, articles, a certificate or other document under section 288;

• (h) to cancel, or to refuse to cancel, the articles and any related certificate under section 289; or

• (i) to grant, or to refuse to grant, an application made under subsection 2(6), 25(1) or (2), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271.

Marginal note:Compliance or restraining order

259. On the application of a complainant or a creditor of a corporation, a court may make an order directing a corporation or any director, officer, employee, agent or mandatary, public accountant, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation to comply with this Act, the regulations or the articles, the by-laws or a unanimous member agreement of the corporation or restraining any such person from acting in breach of them and make any further order that it thinks fit.

Marginal note:Summary application to court

260. If this Act states that a person may apply to a court, the application may be made in a summary manner following applicable provincial law or as the rules of the court of competent jurisdiction provide, and subject to any order respecting notice to interested parties or costs, or any other order that the court thinks fit.

Marginal note:Appeal of final order

• 261. (1) 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.

• Marginal note:Appeal with leave

  (2) An appeal lies to the court of appeal of a province from any order other than a final order made by a court of that province, only with leave of the court of appeal.

Marginal note:Offence

• 262. (1) Every person who contravenes a provision of this Act, other than paragraph 148(2)(b), or the regulations is guilty of an offence and is liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both.

• Marginal note:Offences with respect to reports

  (2) A person who makes, or assists in making, a false or misleading statement in a document required under this Act or the regulations to be sent to the Director or to any other person is guilty of an offence and liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both.

• Marginal note:Offence — use of information

  (3) A person who uses information obtained from a register of members or debt obligation holders or a list of members or debt obligation holders required under this Act for a purpose other than those specified in sections 22, 23 and 107 without the written permission of the member or debt obligation holder about whom information is being used is guilty of an offence and liable on summary conviction to a fine of not more than $25,000 or to imprisonment for a term of not more than six months or to both.

• Marginal note:Officers, etc., of bodies corporate

  (4) If a body corporate commits an offence under this section, any director or officer of the body corporate who authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both, whether or not the body corporate has been prosecuted or convicted.

• Marginal note:Due diligence

  (5) No person shall be convicted of an offence under this section if the person establishes that they exercised due diligence to prevent the commission of the offence.

• Marginal note:Non-application of section 126 of the Criminal Code

  (6) Section 126 of the Criminal Code does not apply in respect of the obligation under paragraph 148(2)(b).

Marginal note:Order to comply

• 263. (1) 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 that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted.

• Marginal note:Limitation period

  (2) A prosecution for an offence under this Act may be instituted at any time within but not later than two years after the time when the subject matter of the complaint arose.

• Marginal note:Civil remedy not affected

  (3) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.

PART 17DOCUMENTS IN ELECTRONIC OR OTHER FORM

Marginal note:Definitions

264. The following definitions apply in this Part.

“electronic document”

« document électronique »

“electronic document” means, except in section 269, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means.

“information system”

« système d’information »

“information system” means a system used to generate, send, receive, store or otherwise process an electronic document.

Marginal note:Application

265. This Part does not apply to information, including information in a notice or other document, sent to or issued by the Director under this Act or prescribed for the purposes of this section.

Marginal note:Use not mandatory

• 266. (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document.

• Marginal note:Consent and other requirements

  (2) Despite anything in this Part, a requirement under this Act or the regulations to provide a person with information, including information in a notice or other document, is not satisfied by the provision of an electronic document unless

  • (a) the addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; and

  • (b) either the electronic document is provided to the designated information system or any other prescribed action is taken.

• Marginal note:Revocation of consent

  (3) An addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed.

Marginal note:Creation and provision of information

267. A requirement under this Act or the regulations that information, including information in a notice or other document, be created or provided is satisfied by the creation or provision of an electronic document if

• (a) the by-laws or the articles of the corporation do not otherwise provide; and

• (b) the regulations, if any, have been complied with.

Marginal note:Creation of information in writing

• 268. (1) A requirement under this Act or the regulations that information, including information in a notice or other document, be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions set out in section 267,

  • (a) the information in the electronic document is accessible so as to be usable for subsequent reference; and

  • (b) the regulations pertaining to this subsection, if any, have been complied with.

• Marginal note:Provision of information in writing

  (2) A requirement under this Act or the regulations that information, including information in a notice or other document, be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 267,

  • (a) the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; and

  • (b) the regulations pertaining to this subsection, if any, have been complied with.

• Marginal note:Copies

  (3) A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of an electronic document.

• Marginal note:Registered mail

  (4) A requirement under this Act or the regulations to provide a document by registered mail cannot be satisfied by means of an electronic document unless the regulations so prescribe and, in such case, only in accordance with the prescribed requirements.

Marginal note:Statutory declarations and affidavits

• 269. (1) A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if

  • (a) the person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature;

  • (b) the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; and

  • (c) the requirements of sections 266 to 268 are complied with.

• Marginal note:Definitions

  (2) For the purposes of this section, “electronic document” and “secure electronic signature” have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

• Marginal note:Clarification

  (3) For the purpose of complying with paragraph (1)(c), the references to an “electronic document” in sections 266 to 268 are to be read as references to an electronic document as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

Marginal note:Signatures

270. Except with respect to a statutory declaration or an affidavit, a requirement under this Act or the regulations for a signature or for a document to be executed is satisfied in relation to an electronic document if the prescribed requirements, if any, pertaining to this section are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:

• (a) the signature resulting from the use by the person of the technology or process is unique to the person;

• (b) the technology or process is used by the person to incorporate, attach or associate the person’s signature to the electronic document; and

• (c) the technology or process can be used to identify its user.

Marginal note:Application for dispensation

271. On application of the corporation, the Director may, on any terms that the Director thinks fit, relieve — including retroactively — a corporation from complying with any requirements of this Part if the Director reasonably believes that the members will not be prejudiced by the dispensation.

PART 18GENERAL

Notice, Certificates and Other Documents

Marginal note:Notice to directors and members

• 272. (1) A notice or other document required by this Act, the regulations, the articles or the by-laws to be sent to a member or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,

  • (a) the member at the member’s latest address as shown in the records of the corporation; and

  • (b) the director at the director’s latest address as shown in the records of the corporation or in the last notice that was sent by the corporation in accordance with section 128 or 134 and received by the Director.

• Marginal note:Effect of notice

  (2) A director whose name appears on the last notice that was sent by a corporation in accordance with section 128 or 134 and received by the Director is presumed for the purposes of this Act to be a director of the corporation.

• Marginal note:Deemed receipt

  (3) A notice or other document sent in accordance with subsection (1) to a member or director of a corporation is deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the member or director did not receive the notice or document at that time or at all.

• Marginal note:Undelivered notices

  (4) If on two consecutive occasions a notice or other document sent to a member in accordance with subsection (1) is returned because the member cannot be found, the corporation is not required to send any further notices or documents to the member until the member informs the corporation in writing of the member’s new address.

Marginal note:Notice to and service on a corporation

273. A notice or other 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 accepted notice under section 20 and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.