On September 28, 2016, the Minister of Innovation, Science and Economic Development tabled Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profits Corporations Act and the Competition Act (“Bill C-25”). In particular, Bill C-25 proposes to, amongst other amendments:
- reform some aspects of the process for electing directors of public Canada Business Corporations Act (“CBCA”) corporations;
- replace paper-based communication between corporations and their shareholders with electronic communication to provide notice of meetings to shareholders and online access to relevant documents;
- require public CBCA corporations to place before the shareholders, at every annual meeting, information respecting diversity among directors and the members of senior management;
- amend the Competition Act to expand the concept of affiliation to a broader range of business organizations; and
- to allow a corporation dissolved under the Canada Not-for-profits Corporations Act (“CNCA”) to now be able to apply to be revived under the CBCA, in addition to under the CNCA, which currently is the case.
Notwithstanding the breadth of the changes being introduced for public CBCA corporations, Bill C-25 includes only minor technical amendments for CNCA corporations other than the last bullet above. These amendments, amongst others, include a definition of a person who has become “incapable” in subsection 2(1) of the CNCA, and the addition of section 277.1 of the CNCA requiring the Director to publish a notice of any decision made by the Director in respect of applications made under various sections of the CNCA. Such decisions include amongst others when a corporation is deemed non-soliciting (ss. 2(6), when a corporation is permitted to delay calling of annual meetings (ss. 160(2), and when the Director relieves the corporation from certain parts of the CNCA (s.173)).