Regulations Amending Certain Department of Industry Regulations: SOR/2019-117
Canada Gazette, Part II, Volume 153, Number 10
Registration
SOR/2019-117 May 6, 2019
CANADA BUSINESS CORPORATIONS ACT
CANADA COOPERATIVES ACT
P.C. 2019-417 May 3, 2019
Her Excellency the Governor General in Council, on the recommendation of the Minister of Industry, makes the annexed Regulations Amending Certain Department of Industry Regulations, pursuant to
- (a) section 261 footnote a of the Canada Business Corporations Act footnote b; and
- (b) section 372 footnote c of the Canada Cooperatives Act footnote d.
Regulations Amending Certain Department of Industry Regulations
Canada Business Corporations Act
Canada Business Corporations Regulations, 2001
1 The portion of item 2 of Schedule 1 to the Canada Business Corporations Regulations, 2001 footnote 1 in column 2 is replaced by the following:
| Item |
Column 2 |
|---|---|
2 |
the definition reporting issuer in sections 5 and 68 of the Securities Act, CQLR, c. V-1.1, as amended from time to time |
2 Schedule 1 to the Regulations is amended by adding the following after item 5:
| Item |
Column 1 |
Column 2 |
|---|---|---|
5.1 |
Prince Edward Island |
the definition reporting issuer in paragraph 1(1)(zz) of the Securities Act, R.S.P.E.I. 1988, c. S-3.1, as amended from time to time |
3 Schedule 1 to the Regulations is amended by adding the following after item 8:
| Item |
Column 1 |
Column 2 |
|---|---|---|
9 |
Yukon |
the definition reporting issuer in subsection 1(1) of the Securities Act, SY 2007, c. 16, as amended from time to time |
10 |
Northwest Territories |
the definition reporting issuer in subsection 1(1) of the Securities Act, S.N.W.T. 2008, c. 10, as amended from time to time |
11 |
Nunavut |
the definition reporting issuer in subsection 1(1) of the Securities Act, S.Nu. 2008, c. 12, as amended from time to time |
Canada Cooperatives Act
Canada Cooperatives Regulations
4 The portion of item 2 of Schedule 4 to the Canada Cooperatives Regulations footnote 2 in column 2 is replaced by the following:
| Item |
Column 2 |
|---|---|
2 |
the definition reporting issuer in sections 5 and 68 of the Securities Act, CQLR, c. V-1.1, as amended from time to time |
5 Schedule 4 to the Regulations is amended by adding the following after item 5:
| Item |
Column 1 |
Column 2 |
|---|---|---|
5.1 |
Prince Edward Island |
the definition reporting issuer in paragraph 1(1)(zz) of the Securities Act, R.S.P.E.I. 1988, c. S-3.1, as amended from time to time |
6 Schedule 4 to the Regulations is amended by adding the following after item 8:
| Item |
Column 1 |
Column 2 |
|---|---|---|
9 |
Yukon |
the definition reporting issuer in subsection 1(1) of the Securities Act, SY 2007, c. 16, as amended from time to time |
10 |
Northwest Territories |
the definition reporting issuer in subsection 1(1) of the Securities Act, S.N.W.T. 2008, c. 10, as amended from time to time |
11 |
Nunavut |
the definition reporting issuer in subsection 1(1) of the Securities Act, S.Nu. 2008, c. 12, as amended from time to time |
Coming into Force
7 These Regulations come into force on the day on which they are registered.
REGULATORY IMPACT ANALYSIS STATEMENT
(This statement is not part of the Regulations.)
Issues
The need for a number of minor technical amendments to the regulations has been identified by an internal review of Schedule 1 of the Canada Business Corporations Regulations, 2001 (CBCR) and Schedule 4 of the Canada Cooperatives Regulations (Coop Regulations).
Background
For the purposes of applying certain statutory requirements, the CBCR and the Coop Regulations define “distributing corporations” and “distributing cooperatives” as follows:
- Corporations and cooperatives that are defined as “reporting issuers” under provincial and territorial securities legislation listed under Schedule 1 of the CBCR and Schedule 4 of the Coop Regulations (the Schedules); and
- Corporations and cooperatives that meet certain criteria designed to capture any “distributing corporations” or “distributing cooperatives” that operate in provincial and territorial jurisdictions but are not caught by the first part of the definition, or foreign securities jurisdictions.
To date, nine provincial acts are listed to the Schedules. Since the last review, the remaining province and the three territories have added a definition of “reporting issuer” to their legislation. Also, the reference to Quebec’s legislation is out-of-date.
Objectives
The objective of these amendments is to
- Add to the Schedules the remaining province and three territories as well as the specific reference to the definition of “reporting issuer” in their respective securities act; and
- Update the reference to the Quebec Securities Act in the Schedules.
Description and rationale
The amendments add the following jurisdictions and their respective legislation to the Schedules:
- Prince Edward Island: Securities Act, R.S.P.E.I. 1988, c. S-3.1, paragraph 1(1)(zz)
- Yukon: Securities Act, SY 2007, c. 16, sub-section 1(1)
- Northwest Territories: Securities Act, S.N.W.T. 2008, c. 10, subsection 1(1)
- Nunavut: Securities Act, S.Nu. 2008, c. 12, sub-section 1(1)
The amendments also update the reference to Quebec’s legislation listed in Schedule 1 of the CBCR and Schedule 4 of the Coop Regulations to
- Securities Act, CQLR c. V-1.1
Amending the Schedules by adding the four jurisdictions will provide stakeholders, such as the legal community, with an accurate and comprehensive list of provincial and territorial jurisdictions with a definition of “reporting issuer” for the purposes of defining a “distributing corporation” or a “distributing cooperative.” There are no expected costs for distributing corporations or distributing cooperatives within these jurisdictions, as they have also been captured by the criteria based definition under the respective regulations.
Amending the reference to the Quebec legislation in the Schedules will provide stakeholders, such as the legal community, with an accurate reference to the Quebec statute.
“One-for-One” Rule and small business lens
The “One-for-One” Rule does not apply to these Regulations, as there is no change in administrative or legal costs or burden to corporations and to cooperatives.
Contact
Coleen Kirby
Manager
Policy Section
Corporations Canada
Industry Canada
Telephone: 1-866‑333‑5556
Email: ic.corporationscanada.ic@canada.ca