Canada Gazette, Part I, Volume 160, Number 42: Regulations Amending the Canada Business Corporation Regulations, 2001 and the Canada Cooperatives Regulations (Notice-and-Access)

October 17, 2026

Statutory authorities
Canada Business Corporations Act
Canada Cooperatives Act

Sponsoring department
Department of Industry

REGULATORY IMPACT ANALYSIS STATEMENT

(This statement is not part of the Regulations.)

Issues

Federally incorporated distributing corporations^{footnote 1} have had some difficulties using notice-and-access because of technical wording of the current proxy circular and financial statement provisions found in the legislation that restricts them. Currently, these corporations have to apply yearly for a set of exemptions from the director under the Canada Business Corporations Act (CBCA). Obtaining this exemption is the only way for these corporations to lawfully provide meeting materials to their shareholders using the delivery procedures for notice-and-access. Applying for such an exemption takes time and needs to be prepared well in advance of shareholder meetings, which can be burdensome and costly. Without it, these corporations would be left to provide their meeting materials in the traditional way of sending their proxy circulars and financial statements to all shareholders.

Background

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 in May 2018. Most of the provisions in Bill C-25 came into force upon royal assent or by subsequent orders in council at the same time as their related regulatory packages in 2020 (diversity disclosure requirements) and 2022 (election of directors and some technical amendments) were brought into force. The remaining provisions of Bill C-25 that still need to come into force mostly relate to delivery procedures for notice-and-access in the CBCA. These notice-and-access statutory provisions require the current regulatory proposal to come into force and become operational in the Canada Business Corporations Regulations, 2001 (CBCR).

Provincial securities commissions have, since March 2013, allowed distributing corporations to use notice-and-access as a delivery procedure for meeting materials. These publicly traded corporations are thus able to send a streamlined set of meeting documents to each shareholder that includes information on how the shareholder can obtain a complete set of documents from the corporation’s website. Sending a streamlined package instead of the traditional proxy package lowers a corporation’s costs.

Objective

The main objective of the proposed amendments to the CBCR is to allow distributing corporations under the CBCA, who opt to use delivery procedures for notice-and-access set out by provincial and territorial securities rules, to provide certain documents to shareholders using the delivery procedures for notice-and-access without being required to apply annually for an exemption pursuant to the CBCA. By allowing the use of notice-and-access, Bill C-25 modernizes the CBCA rules on shareholder communications to reflect current business realities in an electronic world and to provide meaningful shareholder participation at meetings. The proposed amendments to the CBCR would also harmonize federal and provincial rules for such communications.

Description

Proxy circular amendments

The new manner of providing the proxy circulars^{footnote 2} to shareholders, for a distributing corporation under the CBCA using notice-and-access, would be the provincial securities rules for notice-and-access. These rules would be incorporated into the CBCR by referring to the NI 51-102 (National Instrument 51-102) of each province and territory.

For non-distributing corporations and for distributing corporations not using notice-and-access, the rule of sending all meeting materials to shareholders remains unchanged. In other words, the proxy circular package is sent to the shareholders, to the auditor, to each director and to the corporation in the case of a dissent proxy circular. The detailed requirements would, however, be moved from the CBCA to the CBCR.

Financial statements amendments

New approach for providing financial statements

If a distributing corporation under the CBCA includes a link to its financial statements as part of the notice-and-access package, it would meet the obligation to send financial statements to shareholders. Similarly to the proxy circular amendments mentioned above, these financial statements amendments would incorporate by reference the delivery procedures for notice-and-access found in the NI 51-102 of each province and territory.

If a distributing corporation under the CBCA does not use notice-and-access or does not include a link to its financial statements in the notice-and-access package, it must then send the hard-copy financial statements only to shareholders who requested the financial statements.

For cooperatives under the Canada Cooperatives Act (Coop Act) and non-distributing corporations under the CBCA, the rules would not change. They would still be required to send financial statements to all shareholders and members, except those who have indicated that they do not want to receive them. The detailed requirements for providing financial statements for both the CBCA and the Canada Cooperatives Act would be moved from the CBCA to the CBCR as well as from the Canada Cooperatives Act to its regulations.

Administrative amendments

The proposed amendments would make a number of administrative and consequential changes, both to the CBCR and the Canada Cooperatives Regulations. For example, the director under the CBCA and the Coop Act would be granted the power to exempt a corporation, a cooperative or any other person from sending meeting materials to shareholders in cases where such an exemption would not negatively affect a corporation’s shareholders or the public interest or, in the case of a cooperative, its shareholders, members or the public interest.

Regulatory development

Consultation

Bill C-25 received first reading in the House of Commons on September 28, 2016, and received royal assent on May 1, 2018. Intended regulations related to the Bill were available on the Innovation, Science and Economic Development Canada website on December 13, 2016, and remained available for a few years on the Corporations Canada website. During that time, the general public was invited to comment on the intended regulations. No comments were received regarding the notice-and-access changes.

Indigenous engagement, consultation and modern treaty obligations

The proposal would not impact Indigenous peoples.

Instrument choice

Regulatory and non-regulatory options were considered as well as keeping the status quo. Implementing new regulations was identified as the only viable solution for this proposal. The primary reason being that these notice-and-access statutory provisions from the CBCA require the current regulatory proposal in order for them to become operational. The status quo is not ideal, since it can be costly for corporations to apply for exemptions and it may not provide adequate coverage.

It is therefore proposed to incorporate by reference the notice-and-access procedures from the provincial and territorial securities rules NI 51-102. These rules are well established, well understood and consistently applied in the legal community by large corporations listed on the Canadian stock exchanges. By not duplicating the rules, it ensures that there are not two different authoritative sources meant for the same obligation, that being the sending of the meeting materials to shareholders.

Regulatory analysis

Benefits and costs

Adopting notice-and-access is expected to generate net savings of $88.8 million over a 10-year period beginning in 2026. The total present value of the printed material cost savings would be $90.7 million, with modest incremental costs of $1.8 million to meet a small number of paper document requests and to support electronic dissemination.

This cost-benefit analysis (CBA) was prepared in accordance with the Treasury Board of Canada Secretariat Policy on Cost-Benefit Analysis. Incremental impacts are assessed by comparing expected outcomes under the proposed amendments (regulatory scenario) to a counterfactual in which the amendments are not in place (baseline scenario). The analysis period is 2026–2035. Unless otherwise noted, all results are presented in 2025 constant Canadian dollars and discounted to 2026 at a discount rate of 7%.

Baseline scenario

In the absence of the proposed amendments, 496 corporations are assumed to send printed proxy circulars, financial statements and other meeting materials to shareholders in 2026. The population of corporations is expected to grow by 0.5% per year through 2035.

Regulatory scenario

Under the proposed amendments, 90% of corporations would adopt notice-and-access (447 in 2026, rising to 467 by 2035). Adopting corporations would send a streamlined set of meeting materials with details explaining how shareholders can obtain the complete package of documents from the corporation’s website. This approach would reduce the number of full proxy packages distributed.

Benefits

Notice-and-access reduces paper, printing and mailing needs by directing shareholders to complete documents online. Based on stakeholder consultation, the average avoided printing and mailing cost is approximately $28,276 per adopting corporation per year. Over the 2026–2035 period, the total present value (PV) of cost savings is estimated at $90.65 million.

Costs

Some shareholders will continue to request paper copies. Serving these requests reduces potential savings and raises unit costs due to the loss of volume discounts and case-by-case handling. However, experience among Toronto Stock Exchange (TSX) issuers using notice-and-access indicates that very few shareholders (estimated at less than 1%) request paper. Corporations may also incur minor incremental costs to support electronic distribution, though publicly listed corporations already file on SEDAR (System for Electronic Document Analysis and Retrieval)^{footnote 3} and many provide materials on their websites.

For this analysis, incremental costs associated with on-request materials are assumed to equal 2% of potential savings (about $566 per corporation). Over the 2026–2035 period, total PV costs are estimated at $1.81 million.

Table: Summary of monetized benefits and costs ($ millions)

Impacted stakeholder	Impact	Description	Base year (2026)	Other relevant year (2030)	Final year (2035)	Total (present value)	Annualized value
Corporations	Total benefits	Avoided printed material	12.65	12.91	13.23	90.65	12.91
	Total costs	Distributing requested material	0.25	0.26	0.26	1.81	0.26
	Net impact	n/a	12.40	12.65	12.97	88.84	12.65

Qualitative impacts

Positive impacts

The proposal would have some positive qualitative impacts on the environment. The reduced use of paper for printed copies of meeting and corporate materials would reduce demand for paper and printing services. This, in turn, would reduce the use of forest resources, and reduce greenhouse and air pollutant emissions from the printing industry, thereby benefiting Canadians.

Small business lens

Analysis under the small business lens concluded that the proposed regulations would not impact Canadian small businesses. The proposed amendments would only apply to distributing corporations and cooperatives, which are not small businesses.

One-for-one rule

The one-for-one rule does not apply, as there would be no incremental change in administrative burden on businesses. The amendments would not affect obligations to demonstrate compliance to the Government.

Regulatory cooperation and alignment

Aligning the federal government’s delivery procedures with the provinces and territories would simplify and streamline how corporations can fulfill both regulators’ requirements. This alignment is achieved by incorporating by reference, where available, the meaning of “notice-and-access” from the NI 51-102 of Canadian provinces and territories for both the proxy materials and the financial statements. This approach is more efficient than reproducing, as closely as possible, the content of the NI 51-102 into the CBCR, while minimizing conflicting legal interpretations of the applicable rules.

International obligations

The proposal is not linked to any international agreements or obligations.

Effects on the environment

In accordance with the Cabinet Directive on the Strategic Environmental and Economic Assessment, a preliminary scan concluded that a strategic environmental assessment is not required.

Gender-based analysis plus

No gender-based analysis plus (GBA+) impacts have been identified for this proposal.

Implementation, compliance and enforcement, and service standards

Implementation

The proposed regulations would come into force on the day on which their corresponding legislative provisions from Bill C-25 come into effect, expected in summer 2027. To ensure that relevant stakeholders are aware of the impending changes, Corporations Canada is preparing outreach materials as well as updating relevant guidance materials on its website.

Contact

Valérie Carpentier
Manager
Policy Section
Corporations Canada
Innovation, Science and Economic Development Canada
Telephone: 1‑866‑333‑5556
Email: ic.corporationscanada.ic@ised-isde.gc.ca

PROPOSED REGULATORY TEXT

Notice is given that the Governor in Council proposes to make the annexed Regulations Amending the Canada Business Corporation Regulations, 2001 and the Canada Cooperatives Regulations (Notice-and-Access) under subsection 261(1)^{footnote a} of the Canada Business Corporations Act ^{footnote b} and subsection 372(1)^{footnote c} of the Canada Cooperatives Act ^{footnote d}.

Interested persons may make representations concerning the proposed Regulations within 30 days after the date of publication of this notice. They are strongly encouraged to use the online commenting feature that is available on the Canada Gazette website but if they use email, mail or any other means, the representations should cite the Canada Gazette, Part I, and the date of publication of this notice, and be sent to Valérie Carpentier, Manager, Policy Section, Corporations Canada, Innovation, Science and Economic Development Canada, C.D. Howe Building, 235 Queen Street, Ottawa, Ontario K1A 0H5 (tel.: 1‑866‑333‑5556; email: ic.corporationscanada.ic@ised-isde.gc.ca).

Ottawa, October 9, 2026

Janna Rinaldi
Assistant Clerk of the Privy Council

Regulations Amending the Canada Business Corporation Regulations, 2001 and the Canada Cooperatives Regulations (Notice-and-Access)

Canada Business Corporations Act

Canada Business Corporations Regulations, 2001

1 Section 14 of the Canada Business Corporations Regulations, 2001 ^{footnote 4} is replaced by the following:

14 For the purposes of sections 258.2 and 258.3 of the Act, the prescribed circumstances are that the exemption does not prejudice any of the shareholders or the public interest.

2 Section 54 of the Regulations and the heading “Form of Proxy” before it are replaced by the following:

Definitions

54 The following definitions apply in this Part.

NI 51-102

means the version of National Instrument 51-102 that applies within a province set out in column 1 of the table to Schedule 3 in accordance with the instrument set out in column 2. (Règlement 51-102)

notice-and-access

has the same meaning as in section 1.1 of NI 51-102. (procédures de notification et d’accès)

Form of Proxy

3 The Regulations are amended by adding the following after section 64:

Making Proxy Circulars Available

65 For the purpose of subsection 150(1) of the Act, the proxy circular must be made available by sending it. However, in the case of a distributing corporation that uses notice-and-access to send proxy-related documents to shareholders, the proxy circular must be made available using the delivery procedures for notice-and-access.

4 The Regulations are amended by adding the following after section 69:

Duty of Intermediary — Prescribed Documents

69.1 For the purpose of subsection 153(1) of the Act, the following documents are prescribed documents:

• (a) in the case where the corporation is a distributing corporation that uses notice-and-access to send proxy-related documents, the documents referred to in the delivery procedures for notice-and-access; and
• (b) in any other case,
  • (i) the notice of meeting,
  • (ii) if the proxy is solicited by or on behalf of management, the financial statements referred to in section 155 of the Act,
  • (iii) the management proxy circular, if any,
  • (iv) the dissident’s proxy circular, if any, and
  • (v) any other document that is for use in connection with the meeting and received by the intermediary, other than the form of proxy.

5 The Regulations are amended by adding the following after section 72:

Copies to Shareholders

72.01 For the purpose of subsection 159(1) of the Act,

• (a) a distributing corporation shall
  • (i) before the signing of a resolution under paragraph 142(1)(b) of the Act or not later than 21 days before the day of the annual meeting of shareholders, as the case may be, send a copy of the documents referred to in section 155 of the Act to each shareholder who has informed the corporation in writing that they want to receive a copy of those documents, or
  • (ii) if the corporation uses notice-and-access, as defined in section 54, to send proxy-related documents and those documents include information respecting how the documents referred to in section 155 of the Act can be accessed, send those proxy-related documents not later than 30 days before the day of the annual meeting of shareholders; and
• (b) a corporation that is not a distributing corporation shall send a copy of the documents referred to in section 155 of the Act to each shareholder, other than one who has informed the corporation in writing that they do not want to receive a copy of those documents, before the signing of a resolution referred to paragraph 142(1)(b) of the Act or not later than 21 days before the day of the annual meeting of shareholders, as the case may be.

6 The Regulations are amended by adding, after Schedule 2, the Schedule 3 set out in the schedule to these Regulations.

Canada Cooperatives Act

Canada Cooperatives Regulations

7 The Canada Cooperatives Regulations ^{footnote 5} are amended by adding the following after section 35.2:

Duty of Intermediary — Prescribed Documents

35.3 For the purpose of subsection 169(1) of the Act, the following documents are prescribed documents:

• (a) the notice of meeting;
• (b) if the proxy is solicited by or on behalf of management, the financial statements referred to in section 247 of the Act;
• (c) the management proxy circular, if any;
• (d) the dissident’s proxy circular, if any; and
• (e) any other document that is for use in connection with the meeting and received by the intermediary, other than the form of proxy.

8 The Regulations are amended by adding the following after section 38:

Copies to Members and Shareholders

38.01 For the purpose of section 251 of the Act, a cooperative shall send a copy of the documents referred to in section 247 of the Act to each member and shareholder, other than one who has informed the cooperative in writing that they do not want to receive those documents,

• (a) not later than 21 days before the day of the annual meeting of members;
• (b) not later than 21 days before the day of the annual meeting of shareholders, if subsection 247(2) of the Act applies; or
• (c) not later than the day on which a resolution in lieu of the annual meeting is signed under section 66 of the Act.

9 The Regulations are amended by adding the following after section 60.1:

PART 6.11
Exemption Circumstances Prescribed

60.11 For the purpose of section 369.1 of the Act, the prescribed circumstances are that the exemption does not prejudice any of the members or shareholders or the public interest.

Coming into Force

10 These Regulations come into force on the day on which section 17 of An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act, chapter 8 of the Statutes of Canada, 2018, comes into force, but if they are registered after that day, they come into force on the day on which they are registered.

SCHEDULE

(Section 6)

SCHEDULE 3

(Section 54)

Version of NI 51-102

Item	Column 1 Province	Column 2 Instrument
1	Ontario	National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Ontario Securities Commission and published on April 2, 2004, (2004) 27 OSCB 3439, as amended from time to time
2	Quebec	Regulation 51-102 respecting Continuous Disclosure Obligations, CQLR c. V-1.1, r. 24, as amended from time to time
3	Nova Scotia	National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Nova Scotia Securities Commission and published in the Nova Scotia Royal Gazette, Part 1, on March 15, 2004, as amended from time to time
4	New Brunswick	National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Financial and Consumer Services Commission and which came into force on February 19, 2015, as amended from time to time
5	Manitoba	Manitoba Securities Commission Rule 2003-17, National Instrument 51-102 Continuous Disclosure Obligations, as amended from time to time
6	British Columbia	National Instrument 51-102 Continuous Disclosure Obligations, B.C. Reg. 110/2004, as amended from time to time
7	Prince Edward Island	National Instrument 51-102 Continuous Disclosure Obligations, implemented by Rule 51-802 Implementing National Instrument 51-102 Continuous Disclosure Obligations, made under the Securities Act, R.S.P.E.I. 1988, c. S-3.1, as amended from time to time
8	Saskatchewan	National Instrument 51-102 Continuous Disclosure Obligations, set out in Part XXXVI of the Appendix to The Securities Commission (Adoption of National Instruments) Regulations, RRS c. S-42.2, Reg 3, as amended from time to time
9	Alberta	National Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Alberta Securities Commission and published in the Alberta Gazette, Part 1, on March 15, 2004, as amended from time to time
10	Newfoundland and Labrador	National Instrument 51-102 Continuous Disclosure Obligations, implemented by Rule 51-801 Implementing National Instrument 51-102 Continuous Disclosure Obligations, made under the Securities Act, R.S.N.L. 1990, c. S-13, as amended from time to time
11	Yukon	National Instrument 51-102 Continuous Disclosure Obligations, implemented by Rule Respecting the Implementation of CSA Instruments and Policies (Local Rule 11-802), made under the Securities Act, S.Y. 2007, c. 16, as amended from time to time
12	Northwest Territories	National Instrument 51-102 Continuous Disclosure Obligations, implemented by Implementing Rule 51-802 Continuous Disclosure Obligations, made under the Securities Act, S.N.W.T. 2008, c. 10, as amended from time to time

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