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Articles Relating to Corporate Law and Changes in Corporate Legislation

Proposed Changes to the Canada Business Corporations Act – April 8, 2019

On April 8, 2019, the federal government introduced Bill C-97 in order to implement its spring budget. Bill C-97 proposes to effect amendments to a number of federal statutes, including making important changes to the Canada Business Corporations Act (“CBCA“). The proposed amendments to the CBCA include those apparently intended to clarify the nature of the “fiduciary duty” of directors and officers, the introduction of a non-binding “Say on Pay” vote regarding senior management remuneration, and the requirement to provide certain additional annual reports.

Refer to Bill C-97

Amendments to Trademarks Act – June 17, 2019

In 2014, the Canadian government proposed amendments to the Trademarks Act. Through Bill C-31, The Economic Action Plan Act 2014, No. 1, and 2016’s Bill C-30 aiming to implement Comprehensive Economic Trade Agreement, the  Canadian Trademarks Act will undergo substantial changes due to take effect June 17, 2019.  Some of the highlights will be:

  • Filing grounds are eliminated
  • Declarations of Use eliminated
  • Goods and Services must be classified according to the Nice Classification System;
  • Government Filing Fees will be based on class
  • Evidence of Distinctiveness: New applications will be examined based on distinctiveness;
  • Expansion of non-traditional marks.  It will be possible to register new non-traditional signs such as scent, colour alone, taste and texture;
  • Applications can be divided.  In the event of a citation or Opposition, the applicant may divide out some of the goods/services into a divisional application thus allowing the original application containing the remaining goods/services to proceed to registration;
  • Assignment and mergers.  Document evidence of the transfer of a mark by way of assignment or merger will no longer be required; in addition, the previous provision relating to “associated marks” will be eliminated;
  • All renewals will be reduced to 10 years and government fees will be based on the number of classes
  • Madrid Protocol (Canada will be adopting Madrid).

For more information about the new provisions refer to Amendments to Trademarks Act.

New Provisions in the Canada Business Corporations Act – June 13, 2019 – Individuals with Significant Control Register

As of June 13, 2019, all Canada Business Corporations Act corporations, except some distributing corporations, will have to create and maintain a new type of register that lists all individuals that have a significant control over the corporation.

The intent of the Individuals with Significant Control (ISC) Register is to provide greater transparency over who owns and controls a corporation, and to help law enforcement agencies expose activities like money laundering and tax evasion.

Refer to Significant Control Register for more details of the new requirements under the Canada Business Corporations Act.

Amendments to Canada Business Corporations Act – Bill C-86 (Second Reading) – December 2018

Certain provisions in the Canada Business Corporations Act have been proposed  for amendment pursuant to Bill C-86.

Division 6 of Part 4 of Bill C-86 is proposed to amend the Canada Business Corporations Act to set out criteria for identifying individuals with significant control over a corporation. The Division also sets out a requirement for a corporation that meets certain criteria to keep a register of individuals with significant control and requirements respecting the information to be recorded in it. Finally, the Division includes applicable offences and punishments.  Refer to the link below for more details:

Canada Business Corporations Act – Proposed Amendments C-86

Amendments to the Fees Charged by Corporations Canada Being Considered – June 4, 2018

When incorporating or amending the record of a federal company, fees are charged.  Those fees are now being reviewed to consider increasing some fees and removing the fees for others.  For instance, there is currently a fee when filing Articles of Amendment to change the jurisdiction.  This fee is being reconsidered and may be removed.

Amendments to Fees Charged by Corporations Canada

Bill C-25 Receives Royal Assent – April 24, 2018

On April 24, 2018, Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act received Royal Assent.

A number of administrative amendments have come into force, resulting in changes in:

  • Forms under the Canada Cooperatives Act – The statutory declaration, which is now part of the forms, no longer needs to be added to the application.
  • The Guide on amalgamating cooperatives (Canada Cooperatives Act) ─ Changes have been made to the statutory declaration.
  • Revival – Liquidators have been added to the list of interested parties who can apply for a revival.
  • Exemptions found in the Canada Business Corporations Act to facilitate greater use of notice and access for documents required for shareholder meetings.

The remaining amendments proposed in the bill generally affect distributing corporations and cooperatives, and regulations will be drafted before they can come into force. They include:

  • Election of directors, including majority voting, individual voting and voting for and against
  • Use of notice and access for documents required for shareholder meetings, including financial statements, without needing to apply for an exemption
  • Disclosure of diversity amongst directors and members of senior management.

Explanatory Notes on Proposed Regulatory Amendments

Non-Resident Speculation Tax (NRST) – May 5, 2017

Effective May 5, 2017 – A new tax is being imposed called Non-Resident Speculation Tax (NRST).  A tax rate of 15% on the purchase or acquisition of an interest in residential property located the the Greater Golden Horseshoe area.  This tax is imposed upon individuals or foreign corporations who are not citizens or permanent residents of Canada and taxable trustees.  For more information on this new tax refer to Non-Resident Speculation Tax.  The Greater Golden Horseshoe area includes: Brant, Dufferin, Durham, Haldimand, Halton, Hamilton, Kawartha Lakes, Niagara, Northumberland, Peel, Peterborough, Simcoe, Toronto, Waterloo, Wellington and York.

Burden Reduction Act, 2017, S.O. 2017, c. 2 – Assented to March 22, 2017

The Burden Reduction Act, 2017 is an Act amending a number of statutes including the Business Corporations Act (Ontario), the Business Regulation Reform Act, 1994 (Ontario) and the Personal Property Security Act (Ontario).

Canada’s New Initiative to Stop Tax Evasion and Tax Avoidance by Offshore Businesses Operating in Canada

Learn more about what Canada is doing to crack down on offshore businesses operating in Canada and avoiding payment of taxes.  the federal government has set up an Offshore Compliance Advisory Committee to look into these matters and identify aggressive tax schemes.  Read more about this at Canada Revenue Agency – Cracking Down on Offshore Tax Evasion and Aggressive Tax Avoidance.

The New BC Societies Act & Transition

The British Columbia Societies Act came into effect on November 28, 2016 and governs how not-for-profit corporations are set up.  This new Act makes it easier to incorporate and manage a not-for-profit and/or charity registered in British Columbia.  For more information on how this new statute effects existing British Columbia not-for-profit companies and for a overview of the relevant changes to the statute requirements refer to The New Societies Act & Transition (British Columbia).

Amendment to Business Corporations Act (Ontario) to include a provision for Recording Ownership Interest in Land – December 10, 2016

As of December 10, 2016, you will be required to prepare and maintain a register of ownership interests in land in Ontario owned by a Corporation (as described in Section 140 of the Business Corporations Act (Ontario).  The register should include the municipal address, PIN Number and Legal Description, Registry Office, Roll Number, Ownership Interest (including the registered owner, joint tenant or tenant in common) and supporting documents including transfer or other document, when the property was acquired, when it disposed of and the beneficial owner.

Changes to the Forms used for Federal Companies formed under the Canada Business Corporations Act – November 21, 2016

Corporations Canada has implemented changes to a number of its forms related to the Canada Business Corporations Act, the Canada Not-for-profit Corporations Act and the Special Act of Parliament.

  • Forms provide for the new name of the Department – Innovation, Science and Economic Development Canada. In early 2017, all forms available online will be amended to reflect the new name.
  • Forms now allow, under the Corporation Number heading, for an additional digit. It is expected that in late Fall 2016, Corporations Canada will start issuing 8-digit corporation numbers.
  • Administrative changes are also being made to forms.

For a list of the forms that have been changed refer to Changes to Corporations Canada Documents.


Canadian Government Introduces a bill to promote corporate transparency and Diversity – September 28, 2016

This bill will amend the Canada Business Corporations Act, Canada Cooperative Act, Canada Not-for-Profit Act and Competition Act and change corporate law.

Bill Promoting Corporate Transparency and Diversity

Ontario Budget Measures Act, 2015

An act to amend certain statutes including the Business Corporations Act, the Corporations Act and the Securities Act.  this Act was assented to on December 10, 2015.

Ontario Budget Measures Act, 2015

Ontario’s Not-for-Profit Corporations Act

The Corporations Act (Ontario) will be amended by the Not-for-Profit Corporations Act when it is enacted and will effect non-share corporations and charities in Ontario.  Be prepared by reading the Article below.

Proposed Enactment of the Not-for-Profit Corporations Act

5Bill 128, Business Corporations Amendment Act (Shareholder Meetings and Executive Compensation), 2015

A Bill to amend the Business Corporations Act (Ontario) with respect to shareholder meetings and executive compensation.

Business Corporations Amendment Act