Marginal note:Waiver of notice

274. Where a notice or other 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 at any time with the consent in writing of the person entitled to the notice or document.

Marginal note:Certificate of corporation

• 275. (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous member agreement, the minutes of the meetings of the directors, a committee of directors or the members, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director or an officer of the corporation.

• Marginal note:Evidence of contents of certificate, certified extract and certified copy

  (2) In the absence of evidence to the contrary, the following documents, when introduced as evidence in any civil, criminal or administrative action or proceeding, are proof of their contents:

  • (a) a certificate referred to in subsection (1);

  • (b) a document certified to be a true extract from the corporation’s register of directors, officers, members and debt obligation holders; and

  • (c) a document certified to be a true copy of minutes, or of an extract from minutes, of a meeting of members or directors or a committee of directors of the corporation.

• Marginal note:Proof of authenticity

  (3) A document that appears to be a certificate, certified extract or certified copy referred to in subsection (2) is presumed, in the absence of evidence to the contrary, to be authentic.

• Marginal note:Proof of membership or debt obligation

  (4) An entry of a person’s name in a register of members or debt obligation holders of a corporation, or an entry in a debt obligation certificate issued by a corporation, is, in the absence of evidence to the contrary, proof that the person holds the membership or debt obligation described in the register or in the certificate.

Definition of “statement”

• 276. (1) In this section, “statement” means a statement of intent to dissolve, or a statement of revocation of intent to dissolve, referred to in section 221.

• Marginal note:Sending of articles and statements

  (2) If this Act requires that articles or a statement relating to a corporation be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall

  • (a) record the date of receipt;

  • (b) issue the appropriate certificate;

  • (c) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary; and

  • (d) publish a notice of the issuance of the certificate in a publication generally available to the public.

• Marginal note:Date of certificate

  (3) A certificate referred to in subsection (2) issued by the Director may be dated as of the day the Director receives the articles, statement or court order under which the certificate is issued or as of any later day specified by the court or person who signed the articles or statement.

• Marginal note:Date of certificate

  (4) Despite subsection (3), a certificate of discontinuance may be dated as of the day on which the corporation amalgamates, or is continued, under another Act.

• Marginal note:Exception — failure to comply with Act

  (5) The Director may refuse to issue the certificate if a notice that is required by section 20 or 128 or subsection 134(1) indicates that the corporation, after the issuance of the certificate, would not be in compliance with this Act.

Marginal note:Signature

• 277. (1) A signature required on a certificate issued by the Director under this Act may be printed or otherwise mechanically reproduced on the certificate.

• Marginal note:Execution of documents

  (2) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of similar form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act.

Marginal note:Annual return

278. Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.

Marginal note:Inspection

• 279. (1) 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 required by this Act or the regulations to be sent to the Director, except

  • (a) extracts obtained under subsection 24(1);

  • (b) a members or debt obligation holders list obtained under subsection 24(2);

  • (c) a copy of the documents obtained under section 177; and

  • (d) a report obtained under subsection 248(2).

• Marginal note:Copies or extracts

  (2) The Director shall, on request, furnish any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).

Marginal note:Payment of fees

280. A fee in respect of the receipt or copying of any document shall be paid to the Director on the reception or copying, and a fee in respect of the acceptance, examination or issuance of any document or in respect of any action that the Director is required or authorized to take under this Act shall be paid to the Director before the acceptance, examination or issuance or the taking of the action.

Director

Marginal note:Appointment of Director

281. The Minister shall appoint a Director and may appoint one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.

Marginal note:Content and form of notices and documents

282. The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act, including

• (a) the notices and documents that may be transmitted in electronic or other form;

• (b) the persons or classes of persons who may sign or transmit the notices and documents;

• (c) their signature in electronic or other form, or the actions that are to have the same effect for the purposes of this Act as their signature;

• (d) the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received; and

• (e) any matter necessary for the purposes of the application of this section.

Marginal note:Records of Director

• 283. (1) Documents received and accepted by the Director under this Act shall be kept by the Director in any form.

• Marginal note:Obligation to furnish

  (2) If documents are kept by the Director otherwise than in written form,

  • (a) the Director shall furnish any copy required to be furnished under subsection 279(2) in intelligible form; and

  • (b) a report respecting those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.

• Marginal note:Retention of records

  (3) After the expiry of the prescribed period, the Director is not required to keep or produce a document other than

  • (a) a document referred to in section 128, 134 or 153;

  • (b) a certificate and attached articles or statement received under section 276; and

  • (c) the most recent notice of registered office, if no notice under section 20 has been received during the prescribed period.

Marginal note:Proof required by Director

• 284. (1) The Director may require that a document required by this Act or the regulations to be sent to the Director or a fact stated in such a document be verified in accordance with subsection (2).

• Marginal note:Form of proof

  (2) A document or fact required by the Director or by this Act to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

Marginal note:Dispensation

285. The Director may relieve a person or class of persons, on any conditions that the Director considers appropriate, from sending to the Director any notice or other document or class of notice or document required under this Act to be so sent if the Director is satisfied that

• (a) information similar to what would be contained in the notice or other document or class of notice or document is contained in a document or a class of documents that is required to be made public under any other Act of Parliament or any Act of the legislature of a province; and

• (b) doing so would be in conformity with any prescribed requirements.

Marginal note:Certificate of Director

• 286. (1) The Director shall sign any certificate or certification of fact that the Director is, under this Act, required or authorized to issue.

• Marginal note:Evidence of contents of certificate or certified copy

  (2) Except in a proceeding under section 223, a certificate issued by the Director under this Act or a copy of a document certified by the Director to be a true copy is conclusive proof in any civil, criminal or administrative action or proceeding of its contents.

• Marginal note:Evidence of contents of certification of fact

  (3) A certification of fact by the Director is, in the absence of evidence to the contrary, proof in any civil, criminal or administrative action or proceeding of its contents.

• Marginal note:Proof of authenticity

  (4) A document that appears to be a certificate or certified copy referred to in subsection (2) or a certification of fact referred to in subsection (3) is presumed, in the absence of evidence to the contrary, to be authentic.

Marginal note:Alteration

287. The Director may alter a notice or other document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person’s representative.

Marginal note:Corrections initiated by Director

• 288. (1) If there is an error in the articles, a certificate or other document except one required by section 20 or 128, subsection 134(1) or section 278, the directors or members of the corporation shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act and take any other steps that the Director reasonably requires so that the Director can correct the document.

• Marginal note:No prejudice

  (2) Before proceeding under subsection (1), the Director shall be satisfied that the correction would not prejudice any of the members or creditors of the corporation.

• Marginal note:Corrections initiated by the corporation

  (3) The Director may, at the request of the corporation or of any other interested person, correct any of the documents referred to in subsection (1) if

  • (a) the correction is approved by the directors of the corporation, or the error is obvious on the face of the document or was made by the Director; and

  • (b) the Director is satisfied that the correction would not prejudice any of the members or creditors of the corporation and that it reflects the original intention of the corporation or the incorporators.

• Marginal note:Application to court

  (4) On the application of the Director, the corporation or any other interested person, a court may

  • (a) order the correction of any of the documents referred to in subsection (1);

  • (b) determine the rights of members or creditors of the corporation; and

  • (c) make any other order that the court thinks fit.

• Marginal note:Notice to Director of application

  (5) An applicant under subsection (4) other than the Director shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

• Marginal note:Director may require surrender of document

  (6) The Director may demand the surrender of the original document and may issue a corrected certificate.

• Marginal note:Date of corrected document

  (7) A corrected document shall bear the date of the document it replaces unless

  • (a) the correction is made with respect to the date of the document, in which case the document shall bear the corrected date; or

  • (b) a court decides otherwise.

• Marginal note:Notice

  (8) If a corrected certificate materially amends the terms of the original certificate, the Director shall without delay publish notice of the correction in a publication generally available to the public.

Marginal note:Cancellation of articles by Director

• 289. (1) In the prescribed circumstances, the Director may cancel the articles and any related certificate of a corporation.

• Marginal note:No prejudice

  (2) Before proceeding under subsection (1), the Director shall be satisfied that the cancellation would not prejudice any of the members or creditors of the corporation.

• Marginal note:Request to Director to cancel articles

  (3) In the prescribed circumstances, the Director may, at the request of a corporation or of any other interested person, cancel the articles and any related certificate of the corporation if

  • (a) the cancellation is approved by the directors of the corporation; and

  • (b) the Director is satisfied that the cancellation would not prejudice any of the members or creditors of the corporation and that the cancellation reflects the original intention of the corporation or the incorporators.

• Marginal note:Application to court

  (4) On the application of the Director, the corporation or any other interested person, a court may

  • (a) order the cancellation of the articles of a corporation and any related certificate;

  • (b) determine the rights of members or creditors of the corporation; and

  • (c) make any other order that the court thinks fit.

• Marginal note:Notice to Director

  (5) An applicant under subsection (4) other than the Director shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

• Marginal note:Return of certificate

  (6) The Director may demand the surrender of a cancelled certificate.

Marginal note:Certificate

• 290. (1) The Director may provide any person with a certificate stating that a corporation

  • (a) has sent to the Director a document required to be sent under this Act;

  • (b) has paid all required fees; or

  • (c) exists as of a certain date.

• Marginal note:Director may refuse to issue certificate of existence

  (2) For greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document required to be sent under this Act or of paying a required fee.

Marginal note:Form of publication

291. Information or notices that the Director is required by this Act to publish in a publication generally available to the public may be made available to the public or published by any system of electronic data processing or other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time.

Marginal note:Power to make inquiries

292. The Director may make inquiries of any person relating to compliance with this Act.

Regulations

Marginal note:Regulations

• 293. (1) The Governor in Council may make regulations

  • (a) prescribing any matter required or authorized by this Act to be prescribed;

  • (b) defining, enlarging or restricting the meaning of any word or expression used but not defined in this Act;

  • (c) requiring the payment of a fee in respect of the receipt, acceptance, examination, issuance or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;

  • (d) respecting the payment of fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;

  • (e) prescribing, for the purposes of paragraph 163(6)(e), the minimum amount of support required in relation to the number of times that a substantially similar proposal was submitted to members within the prescribed period;

  • (f) respecting applications made under subsection 2(6), 25(1) or (2), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271 including prescribing the form and manner of, and time for, making the applications, the information and evidence to be submitted in connection with the applications, the procedure to be followed in the consideration of the applications, the factors to be taken into account in their consideration and, if applicable, any conditions that may or must form part of decisions on the applications;

  • (g) prescribing any matter necessary for the purposes of the application of Part 17, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;

  • (h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting;

  • (i) prescribing, for the purposes of subsections 165(3) and (4), the manner of, and conditions for, voting at a meeting of members by means of a telephonic, electronic or other communication facility;

  • (j) respecting any matter relating to voting by members not in attendance at a meeting of members; and

  • (k) generally, for carrying out the purposes and provisions of this Act.

• Marginal note:Incorporation by reference

  (2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.

• Marginal note:Incorporated material is not a regulation

  (3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.