Vol. 144, No. 13 — June 23, 2010

Registration

SOR/2010-128 June 10, 2010

CANADA BUSINESS CORPORATIONS ACT CANADA COOPERATIVES ACT

Regulations Amending Certain Department of Industry Regulations

P.C. 2010-733 June 10, 2010

Her Excellency the Governor General in Council, on the recommendation of the Minister of Industry, hereby makes the annexed Regulations Amending Certain Department of Industry Regulations, pursuant to

(a) subsection 174(6) (see footnote a) and section 261 (see footnote b) of the Canada Business Corporations Act (see footnote c); and

(b) subsection 130(6) and section 372 (see footnote d) of the Canada Cooperatives Act (see footnote e).

REGULATIONS AMENDING CERTAIN DEPARTMENT OF INDUSTRY REGULATIONS

CANADA BUSINESS CORPORATIONS ACT

CANADA BUSINESS CORPORATIONS REGULATIONS, 2001

1. The definition “end of the taxation year” in section 1 of the Canada Business Corporations Regulations, 2001 (see footnote 1) is repealed.

2. (1) The portion of subsection 2(1) of the Regulations before paragraph (a) is replaced by the following:

2. (1) For the purpose of the definition “distributing corporation” in subsection 2(1) of the Act and subject to subsection (2), “distributing corporation” means

(2) Paragraph 2(1)(a) of the French version of the Regulations is replaced by the following:

a) d’une société qui est un « émetteur assujetti » au sens d’une des dispositions législatives mentionnées à la colonne 2 de l’annexe 1;

3. Section 4 of the Regulations is repealed.

4. Subsection 5(2) of the Regulations is repealed.

5. Subsections 7(2) and (3) of the Regulations are replaced by the following:

(2) For the purpose of paragraph 252.3(2)(b) of the Act, a notice, document or other information that is not required under the Act to be sent to a specific place may be sent as an electronic document to a place other than to an information system designated by the addressee under paragraph 252.3(2)(a) of the Act by posting it on or making it available through a generally accessible electronic source, such as a website, and by providing the addressee with notice in writing of the availability and location of that electronic document.

6. Sections 10 to 12 of the Regulations are replaced by the following:

10. An electronic document is considered to have been provided when it leaves an information system within the control of the originator or another person who provided the document on the originator’s behalf.

11. An electronic document is considered to have been received

(a) if the document is provided to the information system designated by the addressee, when it enters that information system; or

(b) if the document is posted on or made available through a generally accessible electronic source, when the notice of the availability and location of the electronic document referred to in section 7 is received by the addressee or, if the notice is sent electronically, when the notice enters the information system designated by the addressee.

7. Section 16 of the English version of the Regulations is amended by striking out “and” at the end of paragraph (b).

8. Paragraph 38(a) of the Regulations is replaced by the following:

(a) cancel the delivery shares on condition that, if the articles of the corporation limit the number of authorized shares, the delivery shares may be restored to the status of authorized but unissued shares;

9. Section 41 of the French version of the Regulations is replaced by the following:

41. Pour l’application du paragraphe 131(3) de la Loi, « offre d’achat visant à la mainmise » s’entend au sens donné à ce terme ou à « offre publique d’achat » dans toute disposition législative mentionnée à la colonne 2 de l’annexe 2.

10. (1) Paragraph 42(a) of the English version of the Regulations is replaced by the following:

(a) entered into the purchase or sale as an agent or mandatary pursuant to a specific unsolicited order to purchase or sell;

(2) Paragraph 42(d) of the English version of the Regulations is replaced by the following:

(d) purchased or sold the security as agent, mandatary or trustee in the circumstances described in paragraph (b) or (c).

11. (1) Subsection 43(1) of the Regulations is replaced by the following:

43. (1) For the purpose of paragraphs 134(1)(a), (b) and (e) of the Act, the prescribed period for the directors to fix the record date is not more than 60 days before the day on which the particular action is to be taken.

(2) Subsection 43(3) of the English version of the Regulations is replaced by the following:

(3) For the purpose of subsection 134(3) of the Act, the prescribed period for the directors to provide notice of the record date is at least seven days before the date fixed.

12. Paragraph 45(2)(b) of the Regulations is replaced by the following:

(b) permits the tallied vote to be presented to the corporation without it being possible for the corporation to identify how the person voted.

13. The portion of section 46 of the Regulations before paragraph (a) is replaced by the following:

46. For the purpose of subsection 137(1.1) of the Act,

14. Paragraph 47(b) of the Regulations is replaced by the following:

(b) the shareholder shall provide the proof within 21 days after the day on which the shareholder receives the corporation’s request or, if the request was mailed to the shareholder, within 21 days after the postmark date stamped on the envelope containing the request.

15. Subsection 51(2) of the Regulations is replaced by the following:

(2) For the purpose of paragraph 137(5)(d) of the Act, the prescribed period is five years.

16. The heading before section 75 of the French version of the Regulations is replaced by the following:

POUVOIRS ET OBLIGATIONS DES ADMINISTRATEURS

17. (1) Paragraph 80(2)(b) of the French version of the Regulations is replaced by the following:

b) étudier tout livre de la société qui contient des renseignements qui pourraient indiquer si des actions sont ainsi détenues.

(2) Subparagraph 80(5)(e)(ii) of the French version of the Regulations is replaced by the following:

(ii) étudieront tout livre de la société comportant des renseignements pouvant indiquer si les actions sont ainsi détenues;

(3) Subsection 80(7) of the Regulations is replaced by the following:

(7) The notice referred to in subsection (1) shall be accompanied by a request for information as to whether or not the shares are owned contrary to a constraint referred to in paragraph (c) of the definition “constraint” in section 73.

(4) Subsection 80(9) of the Regulations is replaced by the following:

(9) A request for information referred to in subsection (7) shall be accompanied by instructions for the provision of the information.

18. (1) Subparagraph 86(1)(a)(iv) of the Regulations is replaced by the following:

(iv) any further relevant facts;

(2) Paragraph 86(1)(b) of the Regulations is replaced by the following:

(b) to require any person seeking to have a transfer of a voting share registered in their name or to have a voting share issued to them to provide a statutory declaration as described in paragraph (a); and

(3) Paragraph 86(3)(b) of the Regulations is replaced by the following:

(b) the knowledge of a director, officer, employee, agent or mandatary of the corporation.

(4) Paragraph 86(4)(b) of the Regulations is replaced by the following:

(b) in Canada but who, to the knowledge of a director, officer, employee, agent or mandatary of the corporation, is not a Canadian.

19. (1) Subparagraph 87(1)(a)(iii) of the Regulations is replaced by the following:

(iii) the Canada Oil and Gas Land Regulations and the Canada Oil and Gas Drilling and Production Regulations, C.R.C., c. 1517,

(2) Subparagraphs 87(1)(a)(vii) to (ix) of the Regulations are replaced by the following:

(vii) the Securities Act (Ontario), R.S.O. 1990, c. S.5, and any regulations made under it, as amended from time to time,

(viii) the Securities Act (Quebec), R.S.Q., c. V-1.1, and any regulations made under it, as amended from time to time, and

(ix) any other law of Canada that has requirements in relation to Canadian ownership, or any other law of a province, as amended from time to time, that has requirements in relation to Canadian ownership; and

(3) Paragraph 87(1)(b) of the Regulations is replaced by the following:

(b) “financial intermediary” means a bank, trust company, loan company, insurance company, investment company and body corporate that carries on business as a securities broker, a dealer or an underwriter.

20. (1) Paragraphs 96(1)(a) and (b) of the Regulations are replaced by the following:

(a) there is an obvious error in the articles or in the related certificate;

(b) there is an error in the articles or in the related certificate that was made by the Director;

(2) Paragraphs 96(1)(c) and (d) of the French version of the Regulations are replaced by the following:

c) un tribunal ordonne l’annulation des statuts ou de tout certificat y afférent;

d) le directeur n’avait pas la compétence voulue pour délivrer les statuts et tout certificat y afférent.

(3) Subsection 96(2) of the Regulations is replaced by the following:

(2) For the purpose of subsection 265.1(3) of the Act, the prescribed circumstances are that there is no dispute among the directors or shareholders as to the circumstances of the request for cancellation and

(a) the corporation has not used the articles and related certificate; or

(b) if it has used them, anyone dealing with the corporation on the basis of the articles and related certificate has consented to the cancellation.

21. (1) Subsection 97(1) of the Regulations is amended by striking out “and” at the end of paragraph (a) and by repealing paragraph (b).

(2) Subsection 97(2) of the Regulations is amended by adding the word “or” at the end of paragraph (a) and by repealing paragraphs (b) and (c).

22. The heading “Loi” of column 2 of Schedule 1 to the French version of the Regulations is replaced by “Disposition législative”.

23. Items 1 and 2 of Schedule 1 to the French version of the Regulations are replaced by the following:

Article	Colonne 1 Autorité législative	Colonne 2 Disposition législative
1.	Ontario	Définition de « émetteur assujetti » au paragraphe 1(1) de la Loi sur les valeurs mobilières, L.R.O. 1990, ch. S.5, avec ses modifications successives
2.	Québec	Définition de « émetteur assujetti » aux articles 5 et 68 de la Loi sur les valeurs mobilières, L.R.Q., ch. V-1.1, avec ses modifications successives

24. Items 3 and 4 of Schedule 1 to the Regulations are replaced by the following:

Item	Column 1 Jurisdiction	Column 2 Legislation
3.	Nova Scotia	the definition “reporting issuer” in paragraph 2(1)(ao) of the Securities Act, R.S.N.S. 1989, c. 418, as amended from time to time
3.1	New Brunswick	the definition “reporting issuer” in subsection 1(1) of the Securities Act, S.N.B. 2004, c. S-5.5, as amended from time to time
4.	Manitoba	the definition “reporting issuer” in subsection 1(1) of The Securities Act, C.C.S.M. c. S50, as amended from time to time

25. Item 5 of Schedule 1 to the French version of the Regulations is replaced by the following:

Article	Colonne 1 Autorité législative	Colonne 2 Disposition législative
5.	Colombie-Britannique	Définition de « reporting issuer » (émetteur assujetti) au paragraphe 1(1) de la loi intitulée Securities Act, R.S.B.C. 1996, ch. 418, avec ses modifications successives

26. Items 6 to 8 of Schedule 1 to the Regulations are replaced by the following:

Item	Column 1 Jurisdiction	Column 2 Legislation
6.	Saskatchewan	the definition “reporting issuer” in paragraph 2(1)(qq) of The Securities Act, 1988, S.S. 1988-89, c. S-42.2, as amended from time to time
7.	Alberta	the definition “reporting issuer” in paragraph 1(ccc) of the Securities Act, R.S.A. 2000, c. S-4, as amended from time to time
8.	Newfoundland and Labrador	the definition “reporting issuer” in paragraph 2(1)(oo) of the Securities Act, R.S.N.L. 1990, c. S-13, as amended from time to time

27. The heading “Loi” of column 2 of Schedule 2 to the French version of the Regulations is replaced by “Disposition législative”.

28. Items 1 and 2 of Schedule 2 to the French version of the Regulations are replaced by the following:

Article	Colonne 1 Autorité égislative	Colonne 2 Disposition législative
1.	Ontario	Définition de « offre d’achat visant à la mainmise » au paragraphe 89(1) de la Loi sur les valeurs mobilières, L.R.O. 1990, ch. S.5, avec ses modifications successives
2.	Québec	Définition de « offre publique d’achat » à l’article 110 de la Loi sur les valeurs mobilières, L.R.Q., ch. V-1.1, avec ses modifications successives

29. Items 3 and 4 of Schedule 2 to the Regulations are replaced by the following:

Item	Column 1 Jurisdiction	Column 2 Legislation
3.	Nova Scotia	the definition “take-over bid” in paragraph 95(c) of the Securities Act, R.S.N.S. 1989, c. 418, as amended from time to time
3.1	New Brunswick	the definition “take-over bid” in section 106 of the Securities Act, S.N.B. 2004, c. S-5.5, as amended from time to time
4.	Manitoba	the definition “take-over bid” in section 80 of The Securities Act, C.C.S.M. c. S50, as amended from time to time

30. Item 5 of Schedule 2 to the French version of the Regulations is replaced by the following:

Article	Colonne 1 Autorité législative	Colonne 2 Disposition législative
5.	Colombie-Britannique	Définition de « take-over bid » (offre d’achat visant à la mainmise) au paragraphe 92(1) de la loi intitulée Securities Act, R.S.B.C. 1996, ch. 418, avec ses modifications successives

31. Items 6 to 9 of Schedule 2 to the Regulations are replaced by the following:

Item	Column 1 Jurisdiction	Column 2 Legislation
6.	Saskatchewan	the definition “take-over bid” in paragraph 98(c) of The Securities Act, 1988, S.S. 1988-89, c. S-42.2, as amended from time to time
7.	Alberta	the definition “take-over bid” in paragraph 158(c) of the Securities Act, R.S.A. 2000, c. S-4, as amended from time to time
8.	Newfoundland and Labrador	the definition “take-over bid” in paragraph 90(c) of the Securities Act, R.S.N.L. 1990, c. S-13, as amended from time to time
9.	Yukon	the definition “take-over bid” in section 196 of the Business Corporations Act, R.S.Y. 2002, c. 20, as amended from time to time

32. Items 10 and 11 of Schedule 2 to the French version of the Regulations are replaced by the following:

Article	Colonne 1 Autorité législative	Colonne 2 Disposition législative
10.	Territoires du Nord-Ouest	Définition de « offre d’achat visant à la mainmise » à l’article 196 de la Loi sur les sociétés par actions, L.T.N.-O. 1996, ch. 19, avec ses modifications successives
11.	Nunavut	Définition de « offre d’achat visant à la mainmise » à l’article 196 de la Loi sur les sociétés par actions (Nunavut), L.T.N.-O. 1996, ch. 19, avec ses modifications successives

33. Schedule 5 to the Regulations is amended by replacing “(Subsection 98(1))” after the heading “SCHEDULE 5” with “(Subsection 97(1))”.

34. The portion of item 7 of Schedule 5 to the English version of the Regulations in column 1 is replaced by the following:

Item	Column 1 Filing, Examination or Copying of Documents or Action by the Director under the Act
7.	Provision by the Director of certified copies of documents under subsection 266(2), per certified copy

CANADA COOPERATIVES ACT

CANADA COOPERATIVES REGULATIONS

35. (1) The portion of subsection 1.1(1) of the Canada Cooperatives Regulations (see footnote 2) before paragraph (a) is replaced by the following:

1.1. (1) For the purpose of the definition “distributing cooperative” in subsection 2(1) of the Act and subject to subsection (2), “distributing cooperative” means

(2) Paragraph 1.1(1)(a) of the French version of the Regulations is replaced by the following:

a) d’une coopérative qui est un « émetteur assujetti » au sens d’une des dispositions législatives mentionnées à la colonne 2 de l’annexe 4;

36. Section 7.3 of the Regulations is replaced by the following:

7.3 For the purpose of paragraph 361.3(2)(b) of the Act, a notice, document or other information that is not required under the Act to be sent to a specific place may be sent as an electronic document to a place other than to an information system designated by the addressee under paragraph 361.3(2)(a) of the Act by posting it on or making it available through a generally accessible electronic source, such as a website, and by providing the addressee with notice in writing of the availability and location of that electronic document.

37. Sections 7.6 to 7.8 of the Regulations are replaced by the following:

7.6 An electronic document is considered to have been provided when it leaves an information system within the control of the originator or another person who provided the document on the originator’s behalf.

7.7 An electronic document is considered to have been received

(a) if the document is provided to the information system designated by the addressee, when it enters that information system; or

(b) if the document is posted on or made available through a generally accessible electronic source, when the notice of the availability and location of the electronic document referred to in section 7.3 is received by the addressee or, if the notice is sent electronically, when the notice enters the information system designated by the addressee.

38. Subsection 23.3(2) of the French version of the Regulations is replaced by the following:

(2) Pour l’application du paragraphe 173(2) de la Loi, « offre d’achat visant à la mainmise » s’entend au sens donné à ce terme ou à “ offre publique d’achat » dans toute disposition législative mentionnée à la colonne 2 de l’annexe 5.

39. (1) Paragraph 23.3(3)(a) of the English version of the Regulations is replaced by the following:

(a) entered into the purchase or sale as an agent or mandatary pursuant to a specific unsolicited order to purchase or sell;

(2) Paragraph 23.3(3)(d) of the English version of the Regulations is replaced by the following:

(d) purchased or sold the security as agent, mandatary or trustee in the circumstances described in paragraph (b) or (c).

40. (1) Subsection 23.4(1) of the Regulations is replaced by the following:

23.4 (1) For the purpose of subsection 51(1) of the Act, the prescribed period for the directors to fix the record date is not more than 60 days before the day on which the particular action is to be taken.

(2) Subsection 23.4(3) of the English version of the Regulations is replaced by the following:

(3) For the purpose of subsection 51(6) of the Act, the prescribed period for the directors to provide notice of the record date is at least seven days before the date fixed.

41. (1) Paragraph 23.6(b) of the French version of the Regulations is replaced by the following:

b) de présenter le résultat du vote à la coopérative sans qu’il soit possible à celle-ci de savoir quel a été le vote de chacun des membres ou détenteurs de parts de placement ou groupes de membres ou détenteurs de placement.

(2) Section 23.6 of the Regulations is renumbered as subsection 23.6(1) and is amended by adding the following:

(2) For the purpose of subsection 65(4) of the Act, a person who is entitled to vote at a meeting of the cooperative may vote by means of a telephonic, electronic or other communication facility, if the facility

(a) enables the vote to be gathered in a manner that permits its subsequent verification; and

(b) permits the tallied vote to be presented to the cooperative without it being possible for the cooperative to identify how the person voted.

42. (1) The portion of subsection 23.7(1) of the Regulations before paragraph (a) is replaced by the following:

23.7 (1) For the purpose of subsection 58(2.1) of the Act,

(2) Paragraph 23.7(2)(b) of the Regulations is replaced by the following:

(b) the person who submits the proposal shall provide the proof within 21 days after the day on which the person receives the cooperative’s request or, if the request is mailed to the person, within 21 days after the postmark date stamped on the envelope containing the request.

(3) Subsection 23.7(7) of the Regulations is replaced by the following:

(7) For the purpose of paragraph 58(4)(d) of the Act, the prescribed period is five years.

43. The heading before section 41 of the French version of the Regulations is replaced by the following:

POUVOIRS ET OBLIGATIONS DES ADMINISTRATEURS

44. (1) Paragraph 46(2)(b) of the French version of the Regulations is replaced by the following:

b) aient étudié tout livre de la coopérative contenant des renseignements susceptibles d’indiquer si les parts sont détenues contrairement ou non à la restriction.

(2) Subparagraph 46(5)(e)(ii) of the French version of the Regulations is replaced by the following:

(ii) examineront également tout livre de la coopérative qui contient des renseignements susceptibles d’indiquer si les parts sont ainsi détenues;

(3) Subparagraph 46(6)(g)(ii) of the French version of the Regulations is replaced by the following:

(ii) qu’il y a eu modification des motifs à l’appui de la conclusion ou de l’opinion,

(4) Subsection 46(7) of the Regulations is replaced by the following:

(7) The notice referred to in subsection (1) shall be accompanied by a request for information as to whether or not the investment shares are owned contrary to a constraint referred to in paragraph (c) of the definition “constraint” in section 39.

(5) Subsection 46(9) of the Regulations is replaced by the following:

(9) A request for information referred to in subsection (7) shall be accompanied by instructions for the furnishing of the information.

45. Paragraph 52(1)(b) of the Regulations is replaced by the following:

(b) require any person seeking to have a transfer of a voting investment share registered in their name or to have a voting investment share issued to them to furnish a statutory declaration as described in paragraph (a).

46. (1) Subparagraph 53(1)(a)(iii) of the Regulations is replaced by the following:

(iii) the Canada Oil and Gas Land Regulations and the Canada Oil and Gas Drilling and Production Regulations, C.R.C., c. 1517,

(2) Subparagraph 53(1)(a)(v) of the Regulations is replaced by the following:

(v) the Northern Mineral Exploration Assistance Regulations,

(3) Subparagraphs 53(1)(a)(vii) to (ix) of the Regulations are replaced by the following:

(vii) the Securities Act (Ontario), R.S.O. 1990, c. S.5, and any regulations made under it, as amended from time to time,

(viii) the Securities Act (Quebec), R.S.Q., c. V-1.1 and any regulations made under it, as amended from time to time, and

(ix) any other law of Canada that has requirements in relation to Canadian ownership, or any other law of a province, as amended from time to time, that has requirements in relation to Canadian ownership; and

47. Section 60.1 of the English version of the Regulations is replaced by the following:

60.1 For the purpose of paragraph 337.5(1)(b) of the Act, the prescribed amount of the value of the plaintiff’s total financial interest is $20,000.

48. (1) Paragraphs 60.2(1)(a) and (b) of the Regulations are replaced by the following:

(a) there is an obvious error in the articles or in the related certificate;

(b) there is an error in the articles or in the related certificate that was made by the Director;

(2) Paragraphs 60.2(1)(c) and (d) of the French version of the Regulations are replaced by the following:

c) un tribunal ordonne l’annulation des statuts ou de tout certificat y afférent;

d) le directeur n’avait pas la compétence voulue pour délivrer les statuts et tout certificat y afférent.

(3) Subsection 60.2(2) of the Regulations is replaced by the following:

(2) For the purpose of subsection 376.2(3) of the Act, the prescribed circumstances are that there is no dispute among the directors, members or shareholders as to the circumstances of the request for cancellation and

(a) the cooperative has not used the articles and related certificate; or

(b) if it has used them, anyone dealing with the cooperative on the basis of the articles and related certificate has consented to the cancellation.

49. Section 61 of the Regulations is renumbered as subsection 61(1) and is amended by adding the following:

(2) No fee is payable for the issuance by the Director of

(a) a certificate of amendment referred to in section 292 of the Act, if the only purpose of the amendment is to add an English or a French version to a cooperative’s name, or to change its name as directed by the Director under subsection 24(1) or (3) of the Act; or

(b) a corrected certificate issued under subsection 376.1(6) of the Act when the correction is required solely as the result of an error made by the Director.

50. Schedule 3 to the Regulations is amended by replacing “(Section 61)” after the heading “SCHEDULE 3” with “(Subsection 61(1))”.

51. (1) The portion of paragraph 1(c) of Schedule 3 to the Regulations in column 1 is replaced by the following:

Item	Column 1 Activity
1.	(c) a certificate of amendment issued under section 292 of the Act

(2) Paragraph 1(l) of Schedule 3 to the Regulations is repealed.

52. The heading “Loi” of column 2 of Schedule 4 to the French version of the Regulations is replaced by “Disposition législative”.

53. Items 1 and 2 of Schedule 4 to the French version of the Regulations are replaced by the following:

Article	Colonne 1 Autorité législative	Colonne 2 Disposition législative
1.	Ontario	Définition de « émetteur assujetti » au paragraphe 1(1) de la Loi sur les valeurs mobilières, L.R.O. 1990, ch. S.5, avec ses modifications successives
2.	Québec	Définition de « émetteur assujetti » aux articles 5 et 68 de la Loi sur les valeurs mobilières, L.R.Q., ch. V-1.1, avec ses modifications successives

54. Items 3 and 4 of Schedule 4 to the Regulations are replaced by the following:

Item	Column 1 Jurisdiction	Column 2 Legislation
3.	Nova Scotia	the definition “reporting issuer” in paragraph 2(1)(ao) of the Securities Act, R.S.N.S. 1989, c. 418, as amended from time to time
3.1	New Brunswick	the definition “reporting issuer” in subsection 1(1) of the Securities Act, S.N.B. 2004, c. S-5.5, as amended from time to time
4.	Manitoba	the definition “reporting issuer” in subsection 1(1) of The Securities Act, C.C.S.M. c. S50, as amended from time to time

55. Item 5 of Schedule 4 to the French version of the Regulations is replaced by the following:

Article	Colonne 1 Autorité législative	Colonne 2 Disposition législative
5.	Colombie-Britannique	Définition de « reporting issuer » (émetteur assujetti) au paragraphe 1(1) de la loi intitulée Securities Act, R.S.B.C. 1996, ch. 418, avec ses modifications successives

56. Items 6 to 8 of Schedule 4 to the Regulations are replaced by the following:

Item	Column 1 Jurisdiction	Column 2 Legislation
6.	Saskatchewan	the definition “reporting issuer” in paragraph 2(1)(qq) of The Securities Act, 1988, S.S. 1988-89, c. S-42.2, as amended from time to time
7.	Alberta	the definition “reporting issuer” in paragraph 1(ccc) of the Securities Act, R.S.A. 2000, c. S-4, as amended from time to time
8.	Newfoundland and Labrador	the definition “reporting issuer” in paragraph 2(1)(oo) of the Securities Act, R.S.N.L. 1990, c. S-13, as amended from time to time

57. The heading “Loi” of column 2 of Schedule 5 to the French version of the Regulations is replaced by “Disposition législative”.

58. Items 1 and 2 of Schedule 5 to the French version of the Regulations are replaced by the following:

Article	Colonne 1 Autorité législative	Colonne 2 Disposition législative
1.	Ontario	Définition de « offre d’achat visant à la mainmise » au paragraphe 89(1) de la Loi sur les valeurs mobilières, L.R.O. 1990, ch. S.5, avec ses modifications successives
2.	Québec	Définition de « offre publique d’achat » à l’article 110 de la Loi sur les valeurs mobilières, L.R.Q., ch. V-1.1, avec ses modifications successives

59. Items 3 and 4 of Schedule 5 to the Regulations are replaced by the following:

Item	Column 1 Jurisdiction	Column 2 Legislation
3.	Nova Scotia	the definition “take-over bid” in paragraph 95(c) of the Securities Act, R.S.N.S. 1989, c. 418, as amended from time to time
3.1	New Brunswick	the definition “take-over bid” in section 106 of the Securities Act, S.N.B. 2004, c. S-5.5, as amended from time to time
4.	Manitoba	the definition “take-over bid” in section 80 of The Securities Act, C.C.S.M. c. S50, as amended from time to time

60. Item 5 of Schedule 5 to the French version of the Regulations is replaced by the following:

Article	Colonne 1 Autorité législative	Colonne 2 Disposition législative
5.	Colombie-Britannique	Définition de « take-over bid » (offre d’achat visant à la mainmise) au paragraphe 92(1) de la loi intitulée Securities Act, R.S.B.C. 1996, ch. 418, avec ses modifications successives

61. Items 6 to 9 of Schedule 5 to the Regulations are replaced by the following:

Item	Column 1 Jurisdiction	Column 2 Legislation
6.	Saskatchewan	the definition “take-over bid” in paragraph 98(c) of The Securities Act, 1988, S.S. 1988-89, c. S-42.2, as amended from time to time
7.	Alberta	the definition “take-over bid” in paragraph 158(c) of the Securities Act, R.S.A. 2000, c. S-4, as amended from time to time
8.	Newfoundland and Labrador	the definition “take-over bid” in paragraph 90(c) of the Securities Act, R.S.N.L. 1990, c. S-13, as amended from time to time
9.	Yukon	the definition “take-over bid” in section 196 of the Business Corporations Act, R.S.Y. 2002, c. 20, as amended from time to time

62. Items 10 and 11 of Schedule 5 to the French version of the Regulations are replaced by the following:

Article	Colonne 1 Autorité législative	Colonne 2 Disposition législative
10.	Territoires du Nord-Ouest	Définition de « offre d’achat visant à la mainmise » à l’article 196 de la Loi sur les sociétés par actions, L.T.N.-O. 1996, ch. 19, avec ses modifications successives
11.	Nunavut	Définition de « offre d’achat visant à la mainmise » à l’article 196 de la Loi sur les sociétés par actions (Nunavut), L.T.N.-O. 1996, ch. 19, avec ses modifications successives

63. The English version of the Regulations is amended by replacing “activity” with “service” in the following provisions:

(a) subsection 61(1); and

(b) the heading of column 1 of Schedule 3.

COMING INTO FORCE

64. 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.)

Issue and objectives

Amend the Canada Business Corporations Regulations, 2001 and the Canada Cooperatives Regulations to primarily address issues raised as a result of comments from the Standing Joint Committee of the Senate and House of Commons for the Scrutiny of Regulations and to be inclusive of common and civil law terminology.

Description and rationale

The Standing Joint Committee on the Scrutiny of Regulations (SJCSR) reviews matters of legality and the procedural aspects of federal regulations. The SJCSR has reviewed the Canada Business Corporations Regulations, 2001 (CBCR) and the Canada Cooperatives Regulations (Coop Regulations) and has made several recommendations. In response, there have been two previous packages of regulatory amendments. The first, which was registered on December 12, 2008, as SOR/2008-315, concerned forms of proxy and proxy circulars. The second, concerning the rules for the granting of corporate names, was approved by the Governor-in-Council on March 25, 2010, and registered as SOR/2010-72.

These remaining amendments will primarily address the outstanding concerns of the SJCSR. They will also ensure the regulations are inclusive of common law and civil law terminology. The amendments will

• provide for clearer references to the section of the Canada Business Corporations Act (CBCA) or the Canada Cooperatives Act (Coop Act) related to the regulatory provision;
• eliminate provisions where there is no enabling authority;
• correct grammatical errors;
• correct differences between the English and French language in various sections;
• ensure that the citations for references to provincial and territorial laws cross-references are correct;
• repeal provisions that are no longer in force; and
• ensure that the regulations have the appropriate terminology for both common and civil law.

Specifically, the amendments are as follows:

CBCR Section	Coop Regulations Section	Explanation
S.1 — definition of “end of the taxation year” and 5(2)	n/a	Repeal provisions because they are spent.
2(1)	1.1(1)	Remove redundant references to sections of the CBCA or the Coop Act, respectively, and correct differences in the English and French wording.
4	n/a	Repeal the provision because there is no enabling authority. The Director will continue to publish revised forms, procedures and policies in a publication generally available to the public based on government policies for communication with stakeholders.
7 and 10 to 12	7.3 and 7.6 to 7.8	Correct differences in the English and French wording and clarify the wording of the provisions. There is no change in the substance of the provisions.
16	n/a	Correct grammatical errors by removing the extra “and” in the English version.
38(a)	n/a	Correct differences in the English and French wording.
41	23.3(2)	Correct differences in the English and French wording.
42(a) and (d)	23.3(3)(a) and (d)	Ensure that the provisions have the appropriate terminology for both common and civil law by adding “mandatary” in the English version.
43(1)	23.4(1)	The reference to subsection (3) has been removed because it is not required and the 60-day period has been clarified.
43(3)	23.4(3)	The English version of the subsection has been amended to provide a better match to the French version.
45(2)(b)	23.6	CBCR paragraph (2)(b) has been amended to clarify the conditions for the holding of electronic votes at shareholder meetings (e.g. cannot identify how the person voted), although there is no change in the conditions. The French version of Coop Regulation 23.6(b) has been amended to provide a better match to the English version. Coop Regulations 23.6(2) has been added to match CBCR 45(2).
46	23.7(1)	Remove redundant reference to sections of the CBCA or the Coop Act, respectively.
47(b)	23.7(2)(b)	Provide a clearer reference to the starting point of the prescribed period. There is no change in that period.
51(2)	23.7(7)	Clarify the reference to the section of the CBCA and ensure that the wording between the CBCR and Coop Regulations are consistent.
title before 75	title before 41	Correct the French title to match the corresponding title in the CBCA or the Coop Act, respectively.
80	46	Correct differences in the English and French wording and remove the reference to “forms” in CBCR 80(7) and (9) and Coop Regulations 46(7) and (9) that do not exist.
86	52	Ensure that the provisions have the appropriate terminology for both common and civil law by adding “mandatary” and provide clearer wording for the information required to be provided in CBCR 86(1)(a)(iv) and for the requirements of the statutory declaration in CBCR 86(1)(b) and Coop Regulations 52(1)(b). There is no change in that information.
87	53	Clarify the references to the laws prescribed and clarify CBCR 87(1)(b) by replacing “includes” with “means” in the English version to match the wording of Coop Regulations 53(1)(b). The French version of the paragraph has been amended to remove “notamment” and to replace “courtier en valeurs mobilières ou souscripteur à forfait” with “courtier ou négociant en valeurs mobilières ou en qualité de placeur”. The references to the laws prescribed have been clarified to ensure that the names and citations of the statutes are correct. There is no change in the laws prescribed.
n/a	60.1	Correct differences in the English and French wording.
96	60.2	For both the CBCR and the Coop Regulations, clarify the wording of paragraphs (1)(a) and (b) to better explain the errors being referred to. Amend the French versions of paragraphs (1)(c) and (d) to provide better consistency between the English and French versions. Correct grammatical errors in paragraph (2)(b).
97	61	Repeal CBCR 97(1)(b) because it repeats CBCA 261.1 and repeal 97(2)(b) and (c) because they are redundant. Add Coop Regulations 61(2) to cover what is now in Coop Regulations Schedule 3 item 1(c) and (l) and make corresponding deletions from item 1(c) and a repeal of item 1(l). This will make the section match CBCR 97(2).
Schedules 1 and 2	Schedules 4 and 5	Clarify the references to the laws prescribed; namely, correct the citations of the statutes. Correct differences in the English and French wording. There is no change in the laws prescribed, other than the addition of the New Brunswick Securities Act.
Schedule 5	Schedule 3	Clarify the reference to the section of the CBCR or Coop Regulations, respectively, that relates to the Schedule. Amend the English version of item 7 in the CBCR to better match the wording of the French version.

Contact

Coleen Kirby
Corporations Canada
Industry Canada
Jean Edmonds Tower South, 9th Floor
365 Laurier Avenue West
Ottawa, Ontario
K1A 0C8
Telephone : 613-941-5720
Fax: 613-941-5781
Email: coleen.kirby@ic.gc.ca

Footnote a
S.C. 2001, c. 14, par. 134(e)

Footnote b
S.C. 2001, c. 14, s. 125

Footnote c
R.S., c. C-44; S.C. 1994, c. 24, s. 1

Footnote d
S.C. 2001, c. 14, s. 227

Footnote e
S.C. 1998, c. 1

Footnote 1
SOR/2001-512

Footnote 2
SOR/99-256

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