- (a) a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities,
- (b) a partner of that person acting on behalf of the partnership of which they are partners,
- (c) a trust or estate or succession in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or liquidator of the succession or in a similar capacity,
- (d) a spouse of that person or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year,
- (e) a child of that person or of the spouse or individual referred to in paragraph (d), and
- (f) a relative of that person or of the spouse or individual referred to in paragraph (d), if that relative has the same residence as that person; ( liens )
includes a partnership of auditors or an auditor that is incorporated; ( vérificateur )
means an interest arising out of the beneficial ownership of securities; ( véritable propriétaire et propriété effective )
includes ownership through any trustee, legal representative, agent or mandatary, or other intermediary; ( véritable propriétaire et propriété effective )
includes a company or other body corporate wherever or however incorporated; ( personne morale )
means an option transferable by delivery to demand delivery of a specified number or amount of securities at a fixed price within a specified time but does not include an option or right to acquire securities of the corporation that granted the option or right to acquire; ( option d’achat )
means a body corporate incorporated or continued under this Act and not discontinued under this Act; ( société par actions ou société )
- (a) in the Province of Newfoundland and Labrador, the Trial Division of the Supreme Court of the Province,
- (a.1) in the Province of Ontario, the Superior Court of Justice,
- (b) in the Provinces of Nova Scotia, British Columbia and Prince Edward Island, the Supreme Court of the Province,
- (c) in the Provinces of Manitoba, Saskatchewan, Alberta and New Brunswick, the Court of Queen’s Bench for the Province,
- (d) in the Province of Quebec, the Superior Court of the Province, and
- (e) the Supreme Court of Yukon, the Supreme Court of the Northwest Territories and the Nunavut Court of Justice; ( tribunal )
means the court to which an appeal lies from an order of a court; ( Cour d’appel )
means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured; ( titre de créance )
means the Director appointed under section 260; ( directeur )
means a person occupying the position of director by whatever name called and and includes a single director; ( administrateur et conseil d’administration )
means, subject to subsections (6) and (7), a distributing corporation as defined in the regulations; ( société ayant fait appel au public )
means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization; ( entité )
means a going-private transaction as defined in the regulations; ( opération de fermeture )
, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada; ( incapable )
means a person who signs articles of incorporation; ( fondateur )
means a natural person; ( particulier )
includes a debt of a corporation arising under section 40, subsection 190(25) and paragraphs 241(3)(f) and (g); ( passif )
, in Quebec, includes a successor; ( mandataire )
means such member of the Queen’s Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of this Act; ( ministre )
means an individual appointed as an officer under section 121, the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager, a managing director, of a corporation, or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any of those offices; ( dirigeant )
means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution; ( résolution ordinaire )
means an individual, partnership, association, body corporate, or personal representative; ( personne )
means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney; ( représentant personnel )
means prescribed by the regulations; ( prescrit ou réglementaire )
means the various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any as defined in section 2 of the Bank Act ; ( législation antérieure )
means an option transferable by delivery to deliver a specified number or amount of securities at a fixed price within a specified time; ( option de vente )
means a share issued by a corporation
- (a) that the corporation may purchase or redeem on the demand of the corporation, or
- (b) that the corporation is required by its articles to purchase or redeem at a specified time or on the demand of a shareholder; ( action rachetable )
means an individual who is
- (a) a Canadian citizen ordinarily resident in Canada,
- (b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or
- (c) a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which he or she first became eligible to apply for Canadian citizenship; ( résident canadien )
means a share of any class or series of shares or a debt obligation of a corporation and includes a certificate evidencing such a share or debt obligation; ( valeur mobilière )
means an interest or right in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation; ( sûreté )
includes deliver; ( envoyer )
, in relation to shares, means a division of a class of shares; ( série )
means a resolution passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution; ( résolution spéciale )
means a transaction by a corporation that is not a distributing corporation that would require an amendment to its articles and would, directly or indirectly, result in the interest of a holder of shares of a class of the corporation being terminated without the consent of the holder, and without substituting an interest of equivalent value in shares issued by the corporation, which shares have equal or greater rights and privileges than the shares of the affected class; ( opération d’éviction )
means an agreement described in subsection 146(1) or a declaration of a shareholder described in subsection 146(2). ( convention unanime des actionnaires )
- (a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and
- (b) if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other.
- (a) securities of the body corporate to which are attached more than fifty per cent of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of that person or by or for the benefit of those bodies corporate; and
- (b) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate.
- (a) it is controlled by
- (i) that other body corporate,
- (ii) that other body corporate and one or more bodies corporate each of which is controlled by that other body corporate, or
- (iii) two or more bodies corporate each of which is controlled by that other body corporate; or
- R.S., 1985, c. C-44, s. 2
- R.S., 1985, c. 27 (2nd Supp.), s. 10
- 1990, c. 17, s. 6
- 1992, c. 51, s. 30
- 1994, c. 24, s. 2
- 1998, c. 30, ss. 13(F), 15(E)
- 1999, c. 3, s. 16
- 2000, c. 12, s. 27
- 2001, c. 14, ss. 1, 135(E), c. 27, s. 209
- 2002, c. 7, s. 88(E)
- 2011, c. 21, s. 13
- 2015, c. 3, s. 12
- 2018, c. 8, s. 1
