On May 1, 2015, a significant number of changes to the
Yukon's Business Corporations Act and Business Corporations Regulation were
proclaimed in force. This was the culmination of an almost
seven-year process undertaken to modernize the Yukon's
corporations and securities legislation.
While many of these changes simply bring the Yukon's
corporations and securities legislation in line with that of other
Canadian jurisdictions, there are a number of amendments that are
unique to the Yukon.
Amendments of note include:
"Safe harbour" provisions which allow directors, with
the approval the majority of directors or shareholders, to pursue a
"business opportunity" which might otherwise be
considered in conflict with the interest of the corporation
If unable to attend themselves, directors are permitted to
appoint another director to act as their proxy at meetings
If provided for by a unanimous shareholders agreement, a
corporation is not required to have directors at all
Flexibility regarding the location of corporate records
offices, including the ability to maintain a records office outside
of the Yukon so long as it is accessible by electronic means
As explained when An Act to Amend the Business Corporations
Act was introduced, these changes are designed to
"contribute to the creation of a more inviting economic
climate for new business registrations in the Yukon". This has
long been a goal of the Yukon, which, in an effort to attract
foreign corporations, was one of the first jurisdictions to
eliminate residency requirements for corporate directors.
One reporter has pointed out that these
amendments alone are not likely to result in the Yukon becoming the
jurisdiction where the majority of corporations in Canada are
registered or, as he put it, the Yukon is not exactly poised to
become "Delaware North".
However, these changes, in addition to the lack of director
residency requirements, may well make the Yukon a more attractive
place for foreign and domestic companies to incorporate or continue
their businesses. Certainly, when determining where to incorporate
in Canada, companies should be aware of these amendments and
consider how the Yukon Business Corporations Act compares
to the corporate legislation of other Canadian jurisdictions.
Norton Rose Fulbright Canada LLP
Norton Rose Fulbright is a global legal practice. We provide
the world's pre-eminent corporations and financial institutions
with a full business law service. We have more than 3800 lawyers
based in over 50 cities across Europe, the United States, Canada,
Latin America, Asia, Australia, Africa, the Middle East and Central
Recognized for our industry focus, we are strong across all
the key industry sectors: financial institutions; energy;
infrastructure, mining and commodities; transport; technology and
innovation; and life sciences and healthcare.
Wherever we are, we operate in accordance with our global
business principles of quality, unity and integrity. We aim to
provide the highest possible standard of legal service in each of
our offices and to maintain that level of quality at every point of
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).