Canada Business Corporations Act | |
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Parliament of Canada | |
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Citation | RSC 1985, c. C-44 |
Enacted by | Parliament of Canada |
Assented to | 24 March 1975 |
Commenced | 15 December 1975 |
The Canada Business Corporations Act (CBCA; French : Loi canadienne sur les sociétés par actions) is an act of the Parliament of Canada regulating Canadian business corporations. Corporations in Canada may be incorporated federally, under the CBCA, or provincially under a similar provincial law.
The Act was legislated based on a task force report organized in 1967 to provide the first comprehensive review of federal corporate law since 1934. [1] It received royal assent on 24 March 1975, [2] and came into force on 15 December 1975. [3]
It provides the basic corporate governance framework for many small and medium-sized Canadian enterprises as well as many of the largest corporations operating in Canada. Nearly 235,000 companies are incorporated under the Act, including over 700 distributing or publicly held corporations. CBCA corporations make up approximately 50 percent of Canada's largest publicly traded business corporations. [4]
As of June 25, 2019, the Act was amended to require that information about the diversity of directors and members of “senior management” be provided to shareholders. Diversity information and the rank of senior management captured by the new reporting requirements will apply to all distributing corporations. [5]
A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity and recognized as such in law for certain purposes. Early incorporated entities were established by charter. Most jurisdictions now allow the creation of new corporations through registration. Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered based on two aspects: whether they can issue stock, or whether they are formed to make a profit. Depending on the number of owners, a corporation can be classified as aggregate or sole.
The Law Society of Ontario is the law society responsible for the self-regulation of lawyers and paralegals in the Canadian province of Ontario. Founded in 1797 as the Law Society of Upper Canada, its name was changed by statute in 2018.
An annual general meeting is a meeting of the general membership of an organization.
A limited liability partnership (LLP) is a partnership in which some or all partners have limited liabilities. It therefore can exhibit aspects of both partnerships and corporations. In an LLP, each partner is not responsible or liable for another partner's misconduct or negligence. This distinguishes an LLP from a traditional partnership under the UK Partnership Act 1890, in which each partner has joint liability. In an LLP, some or all partners have a form of limited liability similar to that of the shareholders of a corporation. Depending on the jurisdiction, however, the limited liability may extend only to the negligence or misconduct of the other partners, and the partners may be personally liable for other liabilities of the firm or partners.
In Canada, taxation is a prerogative shared between the federal government and the various provincial and territorial legislatures.
In corporate governance, a company's articles of association is a document that, along with the memorandum of association forms the company's constitution. The AoA defines the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors.
A nonprofit corporation is any legal entity which has been incorporated under the law of its jurisdiction for purposes other than making profits for its owners or shareholders. Depending on the laws of the jurisdiction, a nonprofit corporation may seek official recognition as such, and may be taxed differently from for-profit corporations, and treated differently in other ways.
Borden Ladner Gervais LLP is a leading, full-service law firm in Canada with almost 900 lawyers, intellectual property agents and other professionals. With two hundred years of history going back to the 1823 founding of McMaster Gervais, it has offices in Toronto, Montréal, Vancouver, Ottawa, and Calgary. BLG is governed by a partnership board composed of partners from across Canada. Sean Weir served as the firm's first National Managing Partner until 2018, and was succeeded in the position by John Murphy of the Montréal office.
Income taxes in Canada constitute the majority of the annual revenues of the Government of Canada, and of the governments of the Provinces of Canada. In the fiscal year ending March 31, 2018, the federal government collected just over three times more revenue from personal income taxes than it did from corporate income taxes.
In domestic and international commercial law, a beneficial owner is a natural person or persons who ultimately owns or controls an interest in a legal entity or arrangement, such as a company, a trust, or a foundation. Legal owners, commonly described as the "registered owners", may hold those interests as beneficial owners or for the benefit of someone else, in which case they may be described as a "nominee".
In corporate law in Commonwealth countries, an oppression remedy is a statutory right available to oppressed shareholders. It empowers the shareholders to bring an action against the corporation in which they own shares when the conduct of the company has an effect that is oppressive, unfairly prejudicial, or unfairly disregards the interests of a shareholder. It was introduced in response to Foss v Harbottle, which had held that where a company's actions were ratified by a majority of the shareholders, the courts will not generally interfere.
The Canadian Institute of Chartered Accountants (CICA) was incorporated by an Act of the Parliament of Canada in 1902, which later became known as the Canadian Institute of Chartered Accountants Act.
The British Columbia Lottery Corporation is a Canadian Crown corporation that manages all legal gambling products in British Columbia including lottery tickets, casinos and online gambling. It is based in Kamloops, with a secondary office in Vancouver. It consists of three business units: Lottery, Casino and eGaming. Its annual revenues exceed CDN $1.6 billion. It has 890 direct employees. Its service providers, who run casinos on its behalf under contract, have an additional 8,300 employees.
Commercial insolvency in Canada has options and procedures that are distinct from those available in consumer insolvency proceedings. It is governed by the following statutes:
The Winding-up and Restructuring Act is a statute of the Parliament of Canada that provides for the winding up of certain corporations and the restructuring of financial institutions. It was passed in 1985, and has been amended since. Predecessors of the act date back to 1882.
Canadian corporate law concerns the operation of corporations in Canada, which can be established under either federal or provincial authority.
BCE Inc v 1976 Debentureholders, 2008 SCC 69 (CanLII), [2008] 3 SCR 560 is a leading decision of the Supreme Court of Canada on the nature of the duties of corporate directors to act in the best interests of the corporation, "viewed as a good corporate citizen". This case introduced the principle of fair treatment as an organizing principle in Canadian corporate law.
The Royal Commission on Corporate Concentration was a royal commission created in 1975 to study corporate concentration in Canada.
The oppression remedy in Canadian corporate law is a powerful tool available in Canadian courts, unique in breadth and scope compared to other examples of the oppression remedy found elsewhere in the world.
Appraisal rights, also called dissent rights or buy-out rights, among other variants, are the rights of shareholders to receive a court-supervised valuation of their shares when certain major changes, such as an acquisition of the company, are contemplated. Shareholders who do not support the transaction are entitled to receive the value of their shares in cash, as determined by the court. Appraisal rights are available in jurisdictions including Canada, the United Kingdom, and the United States.