Last month, the Government of Canada tabled Bill C-25 to amend
the Canada Business Corporations Act (the
"CBCA"). The objective of these
amendments is to modernize Canada's legal and regulatory
framework for the country's nearly 270,000 federally
incorporated corporations, and would also amend the Canada
Cooperatives Act and the Canada Not-for-profit
The following are some key changes which were proposed, and, if
the bill is passed, should be considered should they impact your
Annual Elections and
Individual Votes: There will be a requirement to hold
annual elections and individual votes for director candidates, as
opposed to slate voting. This is consistent with the requirements
already imposed on TSX-listed companies, and many companies have
already adopted this requirement voluntarily.
Directors must receive a majority of votes in favour of their
election when the number of candidates is the same as the number of
positions to be filled.
Access": The CBCA's requirements for paper-based
communications will be replaced with a "notice and
access" system which would allow for corporations to use
electronic communications to provide notice of shareholder
meetings, and online access to relevant documents.
issuers will be required to provide to its shareholders information
concerning the gender composition of their boards and senior
management, as well as disclose any diversity policies or explain
why none are in place.
While these amendments are still in the early stages and will
likely undergo further revisions, they are worth noting as they may
have significant impacts on your organization if they come into
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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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.
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