Canada Gazette, Part I, Volume 155, Number 13: Regulations Amending Certain Regulations Administered by the Department of Industry
March 27, 2021
Statutory authorities
- Canada Business Corporations Act
- Canada Cooperatives Act
- Canada Not-for-profit Corporations Act
Sponsoring department
Department of Industry
REGULATORY IMPACT ANALYSIS STATEMENT
(This statement is not part of the Regulations.)
Issues
An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act (the “Amending Act”) addressed various corporate governance issues. Regulatory amendments are needed to provide the details required to allow some of the provisions in the Amending Act, such as those related to deficiencies in the current board election voting system and inconsistent retention of documents practices, to become operational.
Background
The federal corporate statutes, which include the Canada Business Corporations Act (CBCA), the Canada Cooperatives Act (Coop Act), the Canada Not-for-profit Corporations Act (NFP Act) and the Competition Act, play a key role in ensuring that investors have confidence in the way corporations are governed. This confidence contributes to economic growth that benefits all Canadians. On May 1, 2018, the Amending Act received royal assent.
While parts of the Amending Act have already come into force, other provisions require regulatory amendments to become operational. The proposed amendments provide those details and will amend
- the Canada Business Corporations Regulations, 2001 (CBCR);
- the Canada Cooperatives Regulations (Coop Regulations); and
- the Canada Not-for-profit Corporations Regulations (NFP Regulations).
Note that the statutory amendments related to the sending of meeting materials to shareholders will not be addressed as part of these proposed amendments.
Objective
The objective of these proposed amendments is to provide the details to allow the following provisions of the Amending Act to become operational:
- election of directors;
- keeping and producing documents by the Director; and
- technical regulatory amendments.
Description
Election of directors
The proposed amendments would amend the CBCR and Coop Regulations as follows:
- The statute requires regulations to set out which corporations are required to elect directors on an individual basis rather than by a slate system in which all directors are either elected or defeated in a single vote. The proposed amendments establish that this only applies to distributing corporations.
- The statute prohibits the board of directors appointing a person who fails to be elected as a director under the majority voting rules. The statute also allows the regulations to establish the criteria for any exceptions to this provision. The proposed amendments would create two exceptions to allow a person who fails to be elected to be appointed as a director if that person is needed to meet the corporation's obligation under the statute to have
- at least two directors who are not officers or employees of the corporation or its affiliates; or
- a certain percentage of the board members be Canadian residents.
- When a corporation is electing directors by majority vote, the statute requires the shareholders to vote “for” or “against” each person proposed. For distributing corporations, shareholders often vote using a proxy whose form is set out in the regulations. A proxy is a document that a shareholder uses to give authority to another person to act on their behalf at a shareholders' meeting, including instructions on how to vote on specific matters to be discussed at the meeting. The proposed amendments amend the proxy form to allow shareholders to vote for or against the proposed directors.
Keeping and producing documents by the Director
The statutes establish that the Director, appointed under each act, is required to keep and produce received and accepted documents for the time period set out in the CBCR, the Coop Regulations and the NFP Regulations. The proposed amendments would change the current six-year period for most documents as follows:
| Retention period | Types of documents |
|---|---|
| Indefinite |
|
| Two years after receipt or issuance by the Director |
|
| Three years after receipt |
|
| Six years after receipt |
|
Technical regulatory amendments
The proposed amendments would make the following technical or non-material changes in the CBCR, the Coop Regulations and the NFP Regulations:
- fixing time periods, including
- 90 days for the pre-approval of a corporate name,
- 60 days as the time period to change a corporate name when ordered to do so by the Director,
- 90 to 150 days before the anniversary of the previous annual meeting as the time period for sending shareholder proposals to the corporation,
- 6 years from the date of dissolution for the person specified to retain the corporate records of the dissolved corporation;
- minor changes to the name granting rules, including
- allow a person who has reserved a corporate name to consent to another person using that name,
- removing “pool” from the list of words associated with cooperatives,
- clarify the role of the Office of the Superintendent of Financial Institutions (OSFI) with respect to corporate names that connote the corporation carries on the business of a financial institution that is regulated by the OSFI, and
- clarify the rules when the corporate name includes or is primarily the name or the family name of an individual, such as when consent to the use of the family name is required;
- repealing the time period for filing an annual return under section 263 of the CBCA;
- repealing sections 2 to 7 of the Coop Regulations regarding the sending of electronic documents to Corporations Canada; and
- typographical errors, such as incorrect section numbers and English and French inconsistencies.
Regulatory development
Consultation
The proposed amendments were available on the Innovation, Science and Economic Development website on December 13, 2016, with a small change related to diversity disclosure being available on January 19, 2018. During that time, stakeholders were invited to comment on the proposals.
While a few comments were received as the Amending Act was being considered by Parliament, only the Canadian Coalition for Good Governance commented on the election of directors provisions. They strongly supported the proposed amendments and indicated that any changes affecting annual meetings of shareholders should be timed to minimize disruption to the proxy season, which is January to June each year when the majority of shareholder meetings are held. Further, no submissions were received that opposed the proposed amendments.
Modern treaty obligations and Indigenous engagement and consultation
The proposed amendments will not impact modern treaties with the Indigenous peoples of Canada.
Instrument choice
Given that it is necessary to modify the regulations in order to maintain consistency with the intent of the amended acts, using a regulatory instrument is the only viable option to achieve this. Therefore, no other options were considered.
Regulatory analysis
Benefits and costs
The costs and benefits of the proposed amendments were assessed and determined to be low in magnitude. Specifically, the costs resulting from the implementation of the proposed amendments compared to the base case scenario that would exist in the absence of the proposal are negligible. Most of the proposed changes are technical and of a housekeeping nature while a few are meant to increase board quality and shareholder democracy by fine-tuning the process for the election of directors.
Enhancing the process of election of directors
The proposed changes to the election process are expected to result in many benefits. The proposed amendments are expected to increase board accountability towards shareholders. The adoption of a majority voting system, including voting for directors individually, holding annual elections, and the ability to vote “against” a director, would allow shareholders to influence boards more effectively and make boards more responsive and accountable to shareholders compared to the traditional voting approach. Shareholders would also have a greater ability to propose and obtain approval on shareholder proposals.
The proposed amendments would also increase board quality by providing a more effective way to remove underperforming or undesired directors from the board than the traditional voting approach. This is expected to encourage directors to improve their contributions and accountability to the board. One empirical studyfootnote 1 suggests that for firms targeted by proposals to adopt a majority voting standard, shareholders perceive the adoptions of majority voting as a value-enhancing change in governance resulting in a small increase in stock price. Further, empirical studies suggest that boards with better dynamics and processes report stronger financial performance for the companies they serve. Based on empirical evidence, the risk of an uncontested election with majority voting resulting in a director position being unfilled is very small. Corporations can develop strategies to mitigate the impact of such a situation.
The proposed amendments to the election process would impose costs on affected regulated parties as modifications to the form of proxy would be necessary. Corporations would need to modify the form in order to allow for the new process of electing directors individually and to enable shareholders to vote “for” and “against” a candidate for the director position. However, since the modifications to the form of proxy would be minor, the costs are expected to be negligible. In fact, all of the changes to the election of directors are not expected to impose a significant additional burden on publicly traded corporations or public cooperatives, since many of these are already required by the Toronto Stock Exchange rules to hold annual and individual elections and to use a majority voting model.
Improved access and document retention by the Director
Clarifying the rules regarding document retention by the Director would result in more clarity and predictability to stakeholders around the availability of various documents submitted to or produced by the Director. This increased certainty around availability of documents would assist corporations in preparing for transactions such as opening bank accounts or preparing for litigation. In addition, the proposed document retention rules would reduce the costs of document storage and maintenance of records by the Director, both physical and electronic. However, this benefit is expected to be small.
Administrative changes
These proposed amendments, such as those that are related to time periods, changes to the name granting rules and the repeal of obsolete provisions, are minor and of a housekeeping nature. These modifications would result in generally more coherent rules for a more consistent application of the rules by the Director and would better align with the current practice.
Small business len
The proposed amendments would apply to distributing corporations, which are businesses that are publicly traded and often report less than $5 million in gross annual revenues. While the proposed amendments would impact these businesses, the costs are expected to be minimal and not onerous to comply with. As a result, the proposed requirements would apply to these entities and no further flexibility is proposed.
One-for-one rule
The one-for-one rule would not apply to the proposed amendments, as there would be no incremental change in the administrative burden on businesses.
Regulatory cooperation and alignment
The proposal is not part of a formal regulatory cooperation initiative.
Strategic environmental assessment
In accordance with the Cabinet Directive on the Environmental Assessment of Policy, Plan and Program Proposals, a preliminary scan concluded that a strategic environmental assessment is not required.
Gender-based analysis plus
A gender-based analysis plus (GBA+) was conducted to assess the potential impacts of the proposed amendments on specific socioeconomic groups and to verify whether there would be impacts that are differently affecting one group or gender compared to another such as men, women, Aboriginal peoples, persons with disabilities and members of visible minorities. Given the nature of the proposed amendments, and more specifically provisions around the timing of the election of directors for federally incorporated distributing corporations and cooperatives, no GBA+ impacts are expected. While elections would be undertaken on a yearly basis to renew boards more frequently, there would be an opportunity to increase the diversity on the boards; however, this is not attributable to the proposed amendments.
Implementation, compliance and enforcement, and service standards
Implementation
The proposed amendments would come into force on July 1, 2021. The date was chosen to ensure that the changes to the election of directors' process would minimally disrupt the election of directors at the annual shareholders' meetings. In addition, the Director will ensure that the amendments related to the retention of documents are implemented as of that date.
Compliance and enforcement
There are no new compliance or enforcement requirements with these proposed amendments.
Service standards
There are no service standards associated with these proposed amendments.
Contact
Coleen Kirby
Senior Policy Manager
Corporations Canada
Innovation, Science and Economic Development Canada
C.D. Howe Building
235 Queen Street
Ottawa, Ontario
K1A 0H5
Email: ic.corporationscanada.ic@canada.ca
Telephone: 1‑866‑333‑5556
PROPOSED REGULATORY TEXT
Notice is given that the Administrator in Council proposes to make the annexed Regulations Amending Certain Regulations Administered by the Department of Industry pursuant to
- (a) subsection 261(1)footnote a of the Canada Business Corporations Actfootnote b;
- (b) subsection 372(1)footnote c of the Canada Cooperatives Actfootnote d; and
- (c) subsection 293(1)footnote e of the Canada Not-for-profit Corporations Actfootnote f.
Interested persons may make representations concerning the proposed Regulations within 30 days after the date of publication of this notice. All such representations must cite the Canada Gazette, Part I, and the date of publication of this notice, and be addressed to Coleen Kirby, Senior Policy Manager, Corporations Canada, Innovation, Science and Economic Development Canada, C.D. Howe Building, 235 Queen Street, Ottawa, ON K1A 0H5 (tel.: 1‑866‑333‑5556; email: ic.corporationscanada.ic@canada.ca).
Ottawa, March 16, 2021
Julie Adair
Assistant Clerk of the Privy Council
Regulations Amending Certain Regulations Administered by the Department of Industry
Canada Business Corporations Act
Canada Business Corporations Regulations, 2001
1 Section 1 of the Canada Business Corporation Regulations, 2001footnote 2 is replaced by the following:
1 In these Regulations, Act means the Canada Business Corporations Act.
2 The heading “Forms” before section 5 of the Regulations is repealed.
3 Subsection 5(1) of the Regulations is repealed.
4 Section 15 of the Regulations and the heading before it are replaced by the following:
Keeping and Producing Documents
14.1 For the purpose of subsection 225(1) of the Act, the prescribed period is six years beginning on the day on which the corporation is dissolved.
15 (1) For the purpose of subsection 267(3) of the Act, the prescribed documents and classes of documents are
- (a) a notice of registered office referred to in subsection 19(2) of the Act;
- (b) a notice of change of address referred to in subsection 19(4) of the Act;
- (c) a notice of directors referred to in subsection 106(1) of the Act;
- (d) a notice of change referred to in subsection 113(1) of the Act; and
- (e) letters patent and supplementary letters patent.
(2) For the purpose of subsection 267(3) of the Act, the prescribed periods are
- (a) in respect of a proxy circular referred to in subsection 150(1) of the Act, a document containing the information referred to in subsection 72.2(4) of these Regulations and an application for exemption referred to in section 88 of these Regulations, six years beginning on the day on which the document is received by the Director;
- (b) in respect of a copy of the documents sent under subsection 160(1) of the Act, three years beginning on the day on which the copy is received by the Director;
- (c) in respect of a document evidencing the satisfaction of the Director for the purpose of subsection 188(1) of the Act, two years beginning on the day on which the document is issued by the Director; and
- (d) in respect of an annual return referred to in section 263 of the Act, two years beginning on the day on which the document is received by the Director.
5 (1) The definition corporate name in subsection 17(1) of the English version of the Regulations is repealed.
(2) Subsection 17(1) of the Regulations is amended by adding the following in alphabetical order:
- deceptively misdescriptive
- means, in respect of a corporate name, that the name is likely to mislead the public, in any language, with respect to any of the following:
- (a) the business, goods or services in association with which it is proposed to be used;
- (b) the conditions under which the goods or services will be produced or supplied or the persons to be employed in the production or supply of the goods or services; and
- (c) the place of origin of the goods or services. (fausse et trompeuse)
6 The Regulations are amended by adding the following after section 17:
Reserving Name
17.1 For the purpose of subsection 11(1) of the Act, the prescribed period is 90 days.
7 The Regulations are amended by adding the following after section 19:
19.1 For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if it is confusing with a name that is reserved under subsection 11(1) of the Act, unless the person for whom the name was reserved consents in writing to the use of the name.
19.2 For the purpose of subsection 12(5) of the Act, the prescribed period is 60 days.
8 The portion of section 20 of the Regulations before paragraph (a) is replaced by the following:
20 Despite section 19, a corporate name that is confusing with the name of a body corporate that has not carried on business in the two years immediately before the day on which the Director receives a document referred to in subsection 8(1), section 178 or subsection 185(4), 187(4), 191(5), 192(7) or 209(3) of the Act or a request to reserve a name under subsection 11(1) of the Act is not prohibited for that reason alone if
9 Paragraph 25(a) of the Regulations is replaced by the following:
- (a) “cooperative”, “coopérative” or “co-op” when it connotes a cooperative venture;
10 Paragraph 26(d) of the Regulations is replaced by the following:
- (d) carries on the business of a bank, loan company, insurance company, trust company or another financial intermediary that is regulated by the laws of Canada, unless the Superintendent of Financial Institutions confirms in writing that the words that are used in the name and that are regulated by section 983 of the Bank Act, section 47 of the Insurance Companies Act or section 47 of the Trust and Loan Companies Act are authorized to be used under the applicable Act; or
11 Section 28 of the Regulations is replaced by the following:
28 (1) For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if an element of the name is the family name – whether or not it is preceded by the given name or initials – of an individual who is living or has died within 30 years before the day on which the Director receives the document referred to in subsection 8(1), section 178 or subsection 185(4), 187(4), 191(5), 192(7) or 209(3) of the Act or a request to reserve the name under subsection 11(1) of the Act.
(2) Despite subsection (1), the corporate name is not prohibited if
- (a) the individual or their heir or personal representative consents in writing to the use of the individual's name and the individual has or had a material interest in the corporation; or
- (b) the person proposing to use the corporate name establishes that it has been used in Canada or elsewhere by them or their predecessors so as to have become distinctive in Canada.
12 (1) Paragraph 30(1)(b) of the Regulations is replaced by the following:
- (b) is primarily or only the name — or the first name or family name used alone — of an individual; or
(2) Subsection 30(2) of the Regulations is replaced by the following:
(2) Despite subsection (1), the corporate name is not prohibited if a person proposing to use the corporate name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada.
13 The heading before section 31 of the French version of the Regulations is replaced by the following:
Dénominations fausses et trompeuses
14 Section 31 of the Regulations is replaced by the following:
31 For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if it is deceptively misdescriptive.
Combined Form of Corporate Name
15 The Regulations are amended by adding the following after section 45:
Separate Vote for Each Candidate
45.1 For the purpose of subsection 106(3.3) of the Act, a distributing corporation is a prescribed corporation.
Appointment of Directors
45.2 For the purpose of subsection 106(8.1) of the Act, the prescribed circumstances are that, after the election, the appointment of the individual would fulfil one or more of the requirements set out in subsection 102(2) or 105(3), (3.1), (3.3) or (4) of the Act.
16 Section 49 of the Regulations is replaced by the following:
49 For the purpose of paragraph 137(5)(a) of the Act, the prescribed period is the 60-day period that begins on the 150th day before the anniversary of the previous annual meeting of shareholders.
17 Section 54 of the Regulations is replaced by the following:
54 In this Part, NI 51-102 means the version of National Instrument 51-102 that applies within a province set out in column 1 of the table to this section in accordance with the instrument set out in column 2.
| Item | Column 1 Province |
Column 2 Instrument |
|---|---|---|
| 1 | Ontario | National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Ontario Securities Commission and published on April 2, 2004, (2004) 27 OSCB 3439, as amended from time to time |
| 2 | Quebec | Regulation 51-102 respecting Continuous Disclosure Obligations, CQLR c. V-1.1, r. 24, as amended from time to time |
| 3 | Nova Scotia | National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Nova Scotia Securities Commission and published in the Nova Scotia Royal Gazette, Part 1, on March 15, 2004, as amended from time to time |
| 4 | New Brunswick | National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Financial and Consumer Services Commission and which came into force on February 19, 2015, as amended from time to time |
| 5 | Manitoba | Manitoba Securities Commission Rule 2003-17, National Instrument 51-102 Continuous Disclosure Obligations, as amended from time to time |
| 6 | British Columbia | National Instrument 51-102 Continuous Disclosure Obligations, B.C. Reg. 110/2004, as amended from time to time |
| 7 | Saskatchewan | National Instrument 51-102 Continuous Disclosure Obligations, set out in Part XXXVI of the Appendix to The Securities Commission (Adoption of National Instruments) Regulations, RRS c. S-42.2, Reg 3, as amended from time to time |
| 8 | Alberta | National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Alberta Securities Commission and published in the Alberta Gazette, Part 1, on March 15, 2004, as amended from time to time |
54.1 (1) For the purpose of subsection 149(1) of the Act and subject to subsection (2), a form of proxy shall be in a form that complies with the requirements set out in section 9.4 of NI 51-102.
(2) In the case of a vote by shareholders that occurs in the circumstances described in subsection 106(3.4) of the Act,
- (a) paragraph 6 of section 9.4 of NI 51-102 is to be read without reference to the election of directors; and
- (b) the form of proxy shall allow the shareholder to specify, for each candidate nominated for director, whether their vote is to be cast for or against the candidate.
18 Subparagraph 87(1)(a)(viii) of the Regulations is replaced by the following:
- (viii) the Securities Act (Quebec), CQRL c. V-1.1, and any regulations made under it, as amended from time to time, and
| Item | Column 2 Legislation |
|---|---|
2 |
the definition take-over bid in section 110 of the Securities Act, CQRL c. V-1.1, as amended from time to time |
20 The Regulations are amended by replacing “paragraph 12(1)(a)” with “subsection 12(1)” in the following provisions:
- (a) the portion of section 19 before paragraph (a);
- (b) the portion of section 25 before paragraph (a);
- (c) the portion of section 26 before paragraph (a);
- (d) section 27; and
- (e) the portion of subsection 30(1) before paragraph (a).
Canada Cooperatives Act
Canada Cooperatives Regulations
21 Section 1 of the Canada Cooperatives Regulationsfootnote 3 is replaced by the following:
1 In these Regulations, Act means the Canada Cooperatives Act.
22 Section 2 of the Regulations and the heading “General” before it are repealed.
23 Sections 4 to 7 of the Regulations are repealed.
24 Section 7.9 of the Regulations and the heading before it are replaced by the following:
Keeping and Producing Documents
7.9 For the purpose of section 325 of the Act, the prescribed period is six years beginning on the day on which the cooperative is dissolved.
7.91 (1) For the purpose of subsection 378(3) of the Act, the prescribed documents and classes of documents are
- (a) a notice of registered office referred to in subsection 30(2) of the Act;
- (b) a notice of change of address referred to in subsection 30(4) of the Act;
- (c) a notice of directors referred to in subsection 81(1) of the Act;
- (d) a notice of change referred to in subsection 91(1) of the Act; and
- (e) the articles of association or charter by-laws of a former Act cooperative.
(2) For the purpose of subsection 378(3) the Act, the prescribed periods are
- (a) in respect of a proxy circular referred to in subsection 166(2) of the Act and an application for an exemption referred to in section 54 of these Regulations, six years beginning on the day on which the application is received by the Director;
- (b) in respect of a copy of the documents sent under subsection 252(1) of the Act, three years beginning on the day on which the copy is received by the Director;
- (c) in respect of a document evidencing the satisfaction of the Director for the purpose of subsection 287(1) of the Act, two years beginning on the day on which the document is issued by the Director; and
- (d) in respect of an annual return referred to in section 374 of the Act, two years beginning on the day on which the document is received by the Director.
25 Subsection 8(1) of the Regulations is amended by adding the following in alphabetical order:
- deceptively misdescriptive
- means, in respect of a cooperative name, that the name that is likely to mislead the public, in any language, with respect to any of the following:
- (a) the business, goods or services in association with which it is proposed to be used;
- (b) the conditions under which the goods or services will be produced or supplied or the persons to be employed in the production or supply of the goods or services; and
- (c) the place of origin of the goods or services. (fausse et trompeuse)
26 The Regulations are amended by adding the following after section 8:
Reserving Name
8.1 For the purpose of section 22 of the Act, the prescribed period is 90 days.
27 The portion of section 10 of the Regulations before paragraph (a) is replaced by the following:
10 For the purpose of section 23 of the Act, a cooperative name is prohibited if its use causes confusion with a trademark, official mark or trade-name, having regard to the circumstances, including
28 The Regulations are amended by adding the following after section 10:
10.1 For the purpose of section 23 of the Act, a cooperative name is prohibited if it is confusing with a name that is reserved under section 22 of the Act, unless the person for whom the name was reserved consents in writing to the use of the name.
10.2 For the purpose of subsection 24(2) of the Act, the prescribed period is 60 days.
29 The portion of section 16 of the Regulations before paragraph (a) is replaced by the following:
16 For the purpose of section 23 of the Act, a cooperative name is prohibited if the name contains any of the following elements:
30 (1) The portion of section 17 of the Regulations before paragraph (a) is replaced by the following:
17 For the purpose of section 23 of the Act, a cooperative name is prohibited if it connotes that the cooperative
(2) Paragraph 17(d) of the Regulations is replaced by the following:
- (d) carries on the business of a bank, loan company, insurance company, trust company or another financial intermediary that is regulated by the laws of Canada, unless the Superintendent of Financial Institutions confirms in writing that the words that are used in the name and that are regulated by section 983 of the Bank Act, section 47 of the Insurance Companies Act or section 47 of the Trust and Loan Companies Act are authorized to be used under the applicable Act; or
31 Section 18 of the Regulations is replaced by the following:
18 For the purpose of section 23 of the Act, a cooperative name is prohibited if it contains a word or phrase, or connotes a business, that is obscene.
32 Subsection 19(1) of the Regulations is replaced by the following:
19 (1) For the purpose of section 23 of the Act, a cooperative name is prohibited if an element of the name is the family name – whether or not it is preceded by the given name or initials – of an individual who is living or has died within 30 years before the day on which the Director receives the document referred to in paragraph 10(a), subsection 285(4) or (5), section 292 or subsection 299(4), 303(6), 305(1) or 308(3) of the Act or a request to reserve the name under section 22 of the Act.
(1.1) Despite subsection (1), the cooperative name is not prohibited if
- (a) the individual or their heir or personal representative consents in writing to the use of the individual's name and, except in the circumstances described in subsection (2), the individual has or had a material interest in the cooperative; or
- (b) the person proposing to use the cooperative name establishes that it has been used in Canada or elsewhere by them or their predecessors so as to have become distinctive in Canada.
33 (1) The portion of section 21 of the Regulations before paragraph (a) is replaced by the following:
21 (1) For the purpose of section 23 of the Act, a cooperative name is prohibited if it
(2) Paragraph 21(1)(b) of the Regulations is replaced by the following:
- (b) is primarily or only the name — or the first name or family name used alone — of an individual; or
(3) Subsection 21(2) of the Regulations is replaced by the following:
(2) Despite subsection (1), the cooperative name is not prohibited if a person proposing to use the cooperative name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada.
34 The heading before section 22 of the French version of the Regulations is replaced by the following:
Dénominations fausses et trompeuses
35 Section 22 of the Regulations is replaced by the following:
22 For the purpose of section 23 of the Act, a cooperative name is prohibited if it is deceptively misdescriptive.
Combined Form of Cooperative Name
36 The Regulations are amended by adding the following after section 23.6:
Separate Vote for Each Candidate
23.61 For the purpose of subsection 83(12) of the Act, a distributing cooperative is a prescribed corporation.
Appointment of Directors
23.62 For the purpose of subsection 83(13) of the Act, the prescribed circumstances are that, after the election, the appointment of the individual would fulfil one or more of the requirements set out in section 77 or subsection 78(3) or (4) of the Act.
37 Subsection 23.7(4) of the Regulations is replaced by the following:
(4) For the purpose of paragraph 58(4)(a) of the Act, the prescribed period is the 60-day period that begins on the 150th day before the anniversary of the previous annual meeting of members.
38 Section 24 of the Regulations is replaced by the following:
24 In this Part, NI 51-102 means the version of National Instrument 51-102 that applies within a province set out in column 1 of the table to this section in accordance with the instrument set out in column 2.
| Item | Column 1 Province |
Column 2 Instrument |
|---|---|---|
| 1 | Ontario | National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Ontario Securities Commission and published on April 2, 2004, (2004) 27 OSCB 3439, as amended from time to time |
| 2 | Quebec | Regulation 51-102 respecting Continuous Disclosure Obligations, CQLR c. V-1.1, r. 24, as amended from time to time |
| 3 | Nova Scotia | National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Nova Scotia Securities Commission and published in the Nova Scotia Royal Gazette, Part 1, on March 15, 2004, as amended from time to time |
| 4 | New Brunswick | National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Financial and Consumer Services Commission and which came into force on February 19, 2015, as amended from time to time |
| 5 | Manitoba | Manitoba Securities Commission Rule 2003-17, National Instrument 51-102 Continuous Disclosure Obligations, as amended from time to time |
| 6 | British Columbia | National Instrument 51-102 Continuous Disclosure Obligations, B.C. Reg. 110/2004, as amended from time to time |
| 7 | Saskatchewan | National Instrument 51-102 Continuous Disclosure Obligations, set out in Part XXXVI of the Appendix to The Securities Commission (Adoption of National Instruments) Regulations, RRS c. S-42.2, Reg 3, as amended from time to time |
| 8 | Alberta | National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Alberta Securities Commission and published in the Alberta Gazette, Part 1, on March 15, 2004, as amended from time to time |
24.1 (1) For the purpose of subsection 165(1) of the Act and subject to subsection (2), a form of proxy shall be in a form that complies with the requirements set out in section 9.4 of NI 51-102.
(2) In the case of a vote by persons who are entitled to elect or appoint directors that occurs in the circumstances described in subsection 83(10.1) of the Act,
- (a) paragraph 6 of section 9.4 of NI 51-102 is to be read without reference to the election of directors; and
- (b) the form of proxy shall allow the shareholder to specify, for each candidate nominated for director, whether their vote is to be cast for or against the candidate.
39 Subparagraph 53(1)(a)(viii) of the Regulations is replaced by the following:
- (viii) the Securities Act (Quebec), CQRL c. V-1.1, and any regulations made under it, as amended from time to time, and
40 Section 54 of the Regulations is replaced by the following:
54 This Part applies to every application for an exemption under subsection 4(4) or 167(1), section 248 or subsection 263(2) or 267(2) of the Act.
41 Paragraph 55(1)(a) of the Regulations is replaced by the following:
- (a) subsection 4(4) of the Act may be made at any time;
| Item | Column 2 Legislation |
|---|---|
| 2 | the definition take-over bid in section 110 of the Securities Act, CQRL c. V-1.1, as amended from time to time |
43 The French version of the Regulations is amended by replacing “interdite” with “prohibée” in the following provisions:
- (a) the portion of section 11 before paragraph (a);
- (b) section 12;
- (c) the portion of subsection 13(1) before paragraph (a) and subsection 13(2);
- (d) sections 14 and 15; and
- (e) section 20.
Canada Not-for-profit Corporations Act
Canada Not-for-profit Corporations Regulations
44 Section 38 of the Canada Not-for-profit Corporations Regulationsfootnote 4 is replaced by the following:
38 For the purpose of section 238 of the Act, the prescribed period is six years beginning on the day on which the corporation is dissolved.
45 Section 41 of the Regulations is replaced by the following:
41 (1) For the purpose of subsection 283(3) of the Act, the prescribed documents and classes of documents are
- (a) a notice of registered office referred to in subsection 20(2) or (3) of the Act;
- (b) a notice of directors referred to in subsection 128(1) of the Act;
- (c) a notice of change referred to in subsection 134(1) of the Act;
- (d) the documents referred to in section 153 of the Act; and
- (e) letters patent and supplementary letters patent.
(2) For the purpose of subsection 283(3) of the Act, the prescribed periods are
- (a) in respect of an application for an exemption referred to in section 88 of these Regulations, six years beginning on the day on which the application is received by the Director;
- (b) in respect of a copy of the documents sent under subsection 176(1) of the Act, three years beginning on the day on which the copy is received by the Director;
- (c) in respect of a document evidencing the satisfaction of the Director for the purpose of subsection 213(1) of the Act, two years beginning on the day on which the document is issued by the Director; and
- (d) in respect of an annual return referred to in section 278 of the Act, two years beginning on the day on which it is received by the Director.
46 (1) The definition corporate name in subsection 42(1) of the English version of the Regulations is repealed.
(2) Subsection 42(1) of the Regulations is amended by adding the following in alphabetical order:
- deceptively misdescriptive
- means, in respect of a corporate name, that the name is likely to mislead the public, in any language, with respect to any of the following:
- (a) the activities, goods or services in association with which it is proposed to be used;
- (b) the conditions under which the goods or services will be produced or supplied or the persons to be employed in the production or supply of the goods or services; and
- (c) the place of origin of the goods or services. (fausse et trompeuse)
47 Section 50 of the Regulations is replaced by the following:
50 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if it is confusing with a name that is reserved under subsection 12(1) of the Act, unless the person for whom the name was reserved consents in writing to the use of the name.
48 Paragraph 51(a) of the Regulations is replaced by the following:
- (a) “cooperative”, “coopérative” or “co-op” when it connotes a cooperative venture;
49 Paragraph 52(d) of the Regulations is replaced by the following:
- (d) carries on the business of a bank, loan company, insurance company, trust company or another financial intermediary that is regulated by the laws of Canada, unless the Superintendent of Financial Institutions confirms in writing that the words that are used in the name and that are regulated by section 983 of the Bank Act, section 47 of the Insurance Companies Act or section 47 of the Trust and Loan Companies Act are authorized to be used under the applicable Act; or
50 Section 54 of the Regulations is replaced by the following:
54 (1) For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if an element of the name is the family name – whether or not it is preceded by the given name or initials – of an individual who is living or has died within 30 years before the day on which the Director receives the document referred to in section 9 or 201 or subsection 208(4), 211(5), 215(5), 216(6) or 219(3) of the Act or a request to reserve the name under subsection 12(1) of the Act.
(2) Despite subsection (1), the corporate name is not prohibited if
- (a) the individual or their heir or personal representative consents in writing to the use of the individual's name and the individual has or had a personal or other connection to the corporation; or
- (b) the person proposing to use the corporate name establishes that it has been used in Canada or elsewhere by them or their predecessors so as to have become distinctive in Canada.
51 (1) Paragraph 56(1)(b) of the Regulations is replaced by the following:
- (b) is primarily or only the name — or the first name or family name used alone — of an individual; or
(2) Subsection 56(2) of the Regulations is replaced by the following:
(2) Despite subsection (1), the corporate name is not prohibited if a person proposing to use the corporate name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada.
52 The heading before section 57 of the French version of the Regulations is replaced by the following:
Dénominations fausses et trompeuses
53 Section 57 of the Regulations is replaced by the following:
57 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if it is deceptively misdescriptive.
54 Subsection 89(3) of the French version of the Regulations is replaced by the following:
(3) Malgré l'alinéa (2)c), le directeur proroge le délai de présentation de la demande de dispense si le demandeur établit que la prorogation ne causera aucun préjudice.
Coming into Force
55 These Regulations come into force on July 1, 2021, but if they are registered after that day, they come into force on the day on which they are registered.