Regulations Amending Certain Regulations Administered by the Department of Industry: SOR/2022-40

Canada Gazette, Part II, Volume 156, Number 6

Registration
SOR/2022-40 March 4, 2022

CANADA BUSINESS CORPORATIONS ACT
CANADA COOPERATIVES ACT
CANADA NOT-FOR-PROFIT CORPORATIONS ACT

P.C. 2022-195 March 3, 2022

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

Regulations Amending Certain Regulations Administered by the Department of Industry

Canada Business Corporations Act

Canada Business Corporations Regulations, 2001

1 Section 1 of the Canada Business Corporation Regulations, 2001footnote 1 is replaced by the following:

1 In these Regulations, Act means the Canada Business Corporations Act.

2 The heading “Forms” before section 5 of the Regulations is repealed.

3 Subsection 5(1) of the Regulations is repealed.

4 Section 15 of the Regulations and the heading before it are replaced by the following:

Keeping and Producing Documents

14.1 For the purpose of subsection 225(1) of the Act, the prescribed period is six years beginning on the day on which the corporation is dissolved.

15 (1) For the purpose of subsection 267(3) of the Act, the prescribed documents and classes of documents are

(2) For the purpose of subsection 267(3) of the Act, the prescribed periods are

5 (1) The definition corporate name in subsection 17(1) of the English version of the Regulations is repealed.

(2) Subsection 17(1) of the Regulations is amended by adding the following in alphabetical order:

deceptively misdescriptive
means, in respect of a corporate name, that the name is likely to mislead the public, in any language, with respect to any of the following:
  • (a) the business, goods or services in association with which it is proposed to be used;
  • (b) the conditions under which the goods or services will be produced or supplied or the persons to be employed in the production or supply of the goods or services; and
  • (c) the place of origin of the goods or services. (fausse et trompeuse)

6 The Regulations are amended by adding the following after section 17:

Reserving Name

17.1 For the purpose of subsection 11(1) of the Act, the prescribed period is 90 days.

7 The Regulations are amended by adding the following after section 19:

19.1 For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if it is confusing with a name that is reserved under subsection 11(1) of the Act, unless the person for whom the name was reserved consents in writing to the use of the name.

19.2 For the purpose of subsection 12(5) of the Act, the prescribed period is 60 days.

8 The portion of section 20 of the Regulations before paragraph (a) is replaced by the following:

20 Despite section 19, a corporate name that is confusing with the name of a body corporate that has not carried on business in the two years immediately before the day on which the Director receives a document referred to in subsection 8(1), section 178 or subsection 185(4), 187(4), 191(5), 192(7) or 209(3) of the Act or a request to reserve a name under subsection 11(1) of the Act is not prohibited for that reason alone if

9 Paragraph 25(a) of the Regulations is replaced by the following:

10 Paragraph 26(d) of the Regulations is replaced by the following:

11 Section 28 of the Regulations is replaced by the following:

28 (1) For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if an element of the name is the family name – whether or not it is preceded by the given name or initials – of an individual who is living or has died within 30 years before the day on which the Director receives the document referred to in subsection 8(1), section 178 or subsection 185(4), 187(4), 191(5), 192(7) or 209(3) of the Act or a request to reserve the name under subsection 11(1) of the Act.

(2) Despite subsection (1), the corporate name is not prohibited if

12 (1) Paragraph 30(1)(b) of the Regulations is replaced by the following:

(2) Subsection 30(2) of the Regulations is replaced by the following:

(2) Despite subsection (1), the corporate name is not prohibited if a person proposing to use the corporate name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada.

13 The heading before section 31 of the French version of the Regulations is replaced by the following:

Dénominations fausses et trompeuses

14 Section 31 of the Regulations is replaced by the following:

31 For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if it is deceptively misdescriptive.

Combined Form of Corporate Name

15 The Regulations are amended by adding the following after section 45:

Separate Vote for Each Candidate

45.1 For the purpose of subsection 106(3.3) of the Act, a distributing corporation is a prescribed corporation.

Appointment of Directors

45.2 For the purpose of subsection 106(8.1) of the Act, the prescribed circumstances are that, after the election, the appointment of the individual would fulfil one or more of the requirements set out in subsection 102(2) or 105(3), (3.1), (3.3) or (4) of the Act.

16 Section 49 of the Regulations is replaced by the following:

49 For the purpose of paragraph 137(5)(a) of the Act, the prescribed period is the 60-day period that begins on the 150th day before the anniversary of the previous annual meeting of shareholders.

17 Section 54 of the Regulations is replaced by the following:

54 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 this section in accordance with the instrument set out in column 2.

TABLE
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 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
8 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

54.1 (1) For the purpose of subsection 149(1) of the Act and subject to subsection (2), a form of proxy shall be in a form that complies with the requirements set out in section 9.4 of NI 51-102.

(2) In the case of a vote by shareholders that occurs in the circumstances described in subsection 106(3.4) of the Act,

18 Subparagraph 87(1)(a)(viii) of the Regulations is replaced by the following:

19 The portion of item 2 of Schedule 2 in column 2 to the Regulations is replaced by the following:
Item

Column 2

Legislation
2 the definition take-over bid in section 110 of the Securities Act, CQRL c. V-1.1, as amended from time
to time

20 The Regulations are amended by replacing “paragraph 12(1)(a)” with “subsection 12(1)” in the following provisions:

Canada Cooperatives Act

Canada Cooperatives Regulations

21 Section 1 of the Canada Cooperatives Regulationsfootnote 2 is replaced by the following:

1 In these Regulations, Act means the Canada Cooperatives Act.

22 Section 2 of the Regulations and the heading “General” before it are repealed.

23 Sections 4 to 7 of the Regulations are repealed.

24 Section 7.9 of the Regulations and the heading before it are replaced by the following:

Keeping and Producing Documents

7.9 For the purpose of section 325 of the Act, the prescribed period is six years beginning on the day on which the cooperative is dissolved.

7.91 (1) For the purpose of subsection 378(3) of the Act, the prescribed documents and classes of documents are

(2) For the purpose of subsection 378(3) the Act, the prescribed periods are

25 Subsection 8(1) of the Regulations is amended by adding the following in alphabetical order:

deceptively misdescriptive
means, in respect of a cooperative name, that the name that is likely to mislead the public, in any language, with respect to any of the following:
  • (a) the business, goods or services in association with which it is proposed to be used;
  • (b) the conditions under which the goods or services will be produced or supplied or the persons to be employed in the production or supply of the goods or services; and
  • (c) the place of origin of the goods or services. (fausse et trompeuse)

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

Reserving Name

8.1 For the purpose of section 22 of the Act, the prescribed period is 90 days.

27 The portion of section 10 of the Regulations before paragraph (a) is replaced by the following:

10 For the purpose of section 23 of the Act, a cooperative name is prohibited if its use causes confusion with a trademark, official mark or trade-name, having regard to the circumstances, including

28 The Regulations are amended by adding the following after section 10:

10.1 For the purpose of section 23 of the Act, a cooperative name is prohibited if it is confusing with a name that is reserved under section 22 of the Act, unless the person for whom the name was reserved consents in writing to the use of the name.

10.2 For the purpose of subsection 24(2) of the Act, the prescribed period is 60 days.

29 The portion of section 16 of the Regulations before paragraph (a) is replaced by the following:

16 For the purpose of section 23 of the Act, a cooperative name is prohibited if the name contains any of the following elements:

30 (1) The portion of section 17 of the Regulations before paragraph (a) is replaced by the following:

17 For the purpose of section 23 of the Act, a cooperative name is prohibited if it connotes that the cooperative

(2) Paragraph 17(d) of the Regulations is replaced by the following:

31 Section 18 of the Regulations is replaced by the following:

18 For the purpose of section 23 of the Act, a cooperative name is prohibited if it contains a word or phrase, or connotes a business, that is obscene.

32 Subsection 19(1) of the Regulations is replaced by the following:

19 (1) For the purpose of section 23 of the Act, a cooperative name is prohibited if an element of the name is the family name – whether or not it is preceded by the given name or initials – of an individual who is living or has died within 30 years before the day on which the Director receives the document referred to in paragraph 10(a), subsection 285(4) or (5), section 292 or subsection 299(4), 303(6), 305(1) or 308(3) of the Act or a request to reserve the name under section 22 of the Act.

(1.1) Despite subsection (1), the cooperative name is not prohibited if

33 (1) The portion of section 21 of the Regulations before paragraph (a) is replaced by the following:

21 (1) For the purpose of section 23 of the Act, a cooperative name is prohibited if it

(2) Paragraph 21(1)(b) of the Regulations is replaced by the following:

(3) Subsection 21(2) of the Regulations is replaced by the following:

(2) Despite subsection (1), the cooperative name is not prohibited if a person proposing to use the cooperative name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada.

34 The heading before section 22 of the French version of the Regulations is replaced by the following:

Dénominations fausses et trompeuses

35 Section 22 of the Regulations is replaced by the following:

22 For the purpose of section 23 of the Act, a cooperative name is prohibited if it is deceptively misdescriptive.

Combined Form of Cooperative Name

36 The Regulations are amended by adding the following after section 23.6:

Separate Vote for Each Candidate

23.61 For the purpose of subsection 83(12) of the Act, a distributing cooperative is a prescribed corporation.

Appointment of Directors

23.62 For the purpose of subsection 83(13) of the Act, the prescribed circumstances are that, after the election, the appointment of the individual would fulfil one or more of the requirements set out in section 77 or subsection 78(3) or (4) of the Act.

37 Subsection 23.7(4) of the Regulations is replaced by the following:

(4) For the purpose of paragraph 58(4)(a) of the Act, the prescribed period is the 60-day period that begins on the 150th day before the anniversary of the previous annual meeting of members.

38 Section 24 of the Regulations is replaced by the following:

24 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 this section in accordance with the instrument set out in column 2.

TABLE
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 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
8 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

24.1 (1) For the purpose of subsection 165(1) of the Act and subject to subsection (2), a form of proxy shall be in a form that complies with the requirements set out in section 9.4 of NI 51-102.

(2) In the case of a vote by persons who are entitled to elect or appoint directors that occurs in the circumstances described in subsection 83(10.1) of the Act,

39 Subparagraph 53(1)(a)(viii) of the Regulations is replaced by the following:

40 Section 54 of the Regulations is replaced by the following:

54 This Part applies to every application for an exemption under subsection 4(4) or 167(1), section 248 or subsection 263(2) or 267(2) of the Act.

41 Paragraph 55(1)(a) of the Regulations is replaced by the following:

42 The portion of item 2 of Schedule 5 in column 2 to the Regulations is replaced by the following:
Item Column 2

Legislation
2 the definition take-over bid in section 110 of the Securities Act, CQRL c. V-1.1, as amended from time
to time

43 The French version of the Regulations is amended by replacing “interdite” with “prohibée” in the following provisions:

Canada Not-for-profit Corporations Act

Canada Not-for-profit Corporations Regulations

44 Section 38 of the Canada Not-for-profit Corporations Regulationsfootnote 3 is replaced by the following:

38 For the purpose of section 238 of the Act, the prescribed period is six years beginning on the day on which the corporation is dissolved.

45 Section 41 of the Regulations is replaced by the following:

41 (1) For the purpose of subsection 283(3) of the Act, the prescribed documents and classes of documents are

(2) For the purpose of subsection 283(3) of the Act, the prescribed periods are

46 (1) The definition corporate name in subsection 42(1) of the English version of the Regulations is repealed.

(2) Subsection 42(1) of the Regulations is amended by adding the following in alphabetical order:

deceptively misdescriptive
means, in respect of a corporate name, that the name is likely to mislead the public, in any language, with respect to any of the following:
  • (a) the activities, goods or services in association with which it is proposed to be used;
  • (b) the conditions under which the goods or services will be produced or supplied or the persons to be employed in the production or supply of the goods or services; and
  • (c) the place of origin of the goods or services. (fausse et trompeuse)

47 Section 50 of the Regulations is replaced by the following:

50 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if it is confusing with a name that is reserved under subsection 12(1) of the Act, unless the person for whom the name was reserved consents in writing to the use of the name.

48 Paragraph 51(a) of the Regulations is replaced by the following:

49 Paragraph 52(d) of the Regulations is replaced by the following:

50 Section 54 of the Regulations is replaced by the following:

54 (1) For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if an element of the name is the family name – whether or not it is preceded by the given name or initials – of an individual who is living or has died within 30 years before the day on which the Director receives the document referred to in section 9 or 201 or subsection 208(4), 211(5), 215(5), 216(6) or 219(3) of the Act or a request to reserve the name under subsection 12(1) of the Act.

(2) Despite subsection (1), the corporate name is not prohibited if

51 (1) Paragraph 56(1)(b) of the Regulations is replaced by the following:

(2) Subsection 56(2) of the Regulations is replaced by the following:

(2) Despite subsection (1), the corporate name is not prohibited if a person proposing to use the corporate name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada.

52 The heading before section 57 of the French version of the Regulations is replaced by the following:

Dénominations fausses et trompeuses

53 Section 57 of the Regulations is replaced by the following:

57 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if it is deceptively misdescriptive.

54 Subsection 89(3) of the French version of the Regulations is replaced by the following:

(3) Malgré l’alinéa (2)c), le directeur proroge le délai de présentation de la demande de dispense si le demandeur établit que la prorogation ne causera aucun préjudice.

Coming into Force

55 These Regulations come into force on August 31, 2022, but if they are registered after that day, they come into force on the day on which they are registered.

REGULATORY IMPACT ANALYSIS STATEMENT

(This statement is not part of the Regulations.)

Issues

An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act (the “Amending Act”) addressed various corporate governance issues, including inefficiencies in the current board election voting system and inconsistent practices with the retention of documents. Regulatory amendments are needed to provide the details required to allow some of the provisions in the Amending Act, such as those covering the aforementioned governance issues, to become operational.

Background

The Canada Business Corporations Act (CBCA), the Canada Cooperatives Act (Coop Act), the Canada Not-for-profit Corporations Act (NFP Act) and the Competition Act provide the corporate governance framework for many small and medium-sized Canadian corporations, as well as many of the largest corporations operating in Canada. These federal statutes set out rules pertaining to the creation of businesses and corporations at the federal level; the rights and responsibilities of management, the board, and shareholders or members; and financial accountability. These rules ensure that investors have confidence in the way corporations are governed. This confidence contributes to economic growth that benefits all Canadians.

On May 1, 2018, the Amending Act received royal assent. While parts of the Amending Act have already come into force, other provisions require amendments to the Canada Business Corporations Regulation, 2001 (CBCR), the Canada Cooperatives Regulations (Coop Regulations) and the Canada Not-for-profit Corporations Regulations (NFP Regulations) to be designed and prescribed. With the detailed requirements determined, the provisions of the Amending Act will come into force on August 31, 2022.

Objective

The objectives of these amendments are to provide detailed requirements around the election of directors and the retention and production of documents by the Director, and make technical amendments to allow provisions of the Amending Act to become operational.

Description

Election of directors

The CBCR and Coop Regulations are amended as follows:

Keeping and producing documents by the Director

The Director appointed under the CBCA, the NFP Act and the Coop Act is required to keep and produce documents he received and accepted, as required by the above-mentioned statutes or their respective regulations, for the time period set out in the CBCR, the Coop Regulations and the NFP Regulations. The amendments change the current six-year period for most documents as described in Table 1 below.

Table 1: Document retention period
Retention period Types of documents
Two years after receipt or issuance by the Director
  • annual returns
  • letters of satisfaction
Three years after receipt
  • financial statements
Six years after receipt
  • proxy circulars
  • diversity disclosure
  • exemption applications
Indefinite
  • articles and certificates, letters patent, supplementary letters patent, charters and surrender of charters
  • list of directors
  • registered office address
  • by-laws

Technical regulatory amendments

The following technical or non-material changes are made to the CBCR, the Coop Regulations, and the NFP Regulations:

Regulatory development

Consultation

The proposed amendments were available on the Innovation, Science and Economic Development Canada website on December 13, 2016, with a small change related to diversity disclosure being available on January 19, 2018. During that time, stakeholders were invited to comment on the proposals.

While a few comments were received as the Amending Act was being considered by Parliament, only the Canadian Coalition for Good Governance commented on the election of director provisions. They strongly supported the proposed amendments and indicated that any changes affecting annual meetings of shareholders should be timed to minimize disruption to the proxy season, which occurs between January and June each year, when the majority of shareholder meetings are held. Further, no submissions were received that opposed the proposed amendments.

The amendments were prepublished in the Canada Gazette, Part I, for public consultation on March 27, 2021. In total, three comments were received, all of which were in support of the proposed changes. The commenting stakeholders offered suggestions for additional technical amendments to the proposed regulatory requirements. One comment discussed statutory changes concerning the rules for financial review, which is not part of the amendments covered by this regulatory package. Another comment specifically supported the clarity brought by the new document retention rules. Finally, although generally supportive of the changes to the rules for electing directors, the few comments that were received suggest further disclosure of the voting results. However, this would require statutory changes and is out of scope for this regulatory initiative. In the end, no further changes were made to the regulatory amendments.

Modern treaty obligations and Indigenous engagement and consultation

The amendments will not impact modern treaties with the Indigenous peoples of Canada.

Instrument choice

Given that it is necessary to modify the regulations in order to maintain consistency with the intent of the amended Acts, using a regulatory instrument is the only viable option to achieve this. Therefore, no other options were considered.

Regulatory analysis

Benefits and costs

The costs and benefits of the amendments were assessed and determined to be low in magnitude. Specifically, the costs resulting from the implementation of the amendments compared to the baseline scenario that would exist in the absence of the amendments are negligible. Most of the changes are technical and of a housekeeping nature, while a few are meant to increase board quality and shareholder democracy by fine-tuning the process for the election of directors.

Enhancing the process of electing directors

The changes to the election process are expected to result in many benefits. The amendments are expected to increase board accountability towards shareholders. The adoption of a majority voting system, including voting for directors individually, holding annual elections, and the ability to vote “against” a director, will allow shareholders to influence boards more effectively and make boards more responsive and accountable to shareholders compared to the traditional voting approach. Shareholders will also have a greater ability to propose and obtain approval on shareholder proposals.

The amendments will also increase board quality by providing a more effective way to remove underperforming or undesired directors from the board than the traditional voting approach. This is expected to encourage directors to improve their contributions and accountability to the board. One empirical studyfootnote 4 suggests that for firms targeted by proposals to adopt a majority voting standard, shareholders perceive the adoptions of majority voting as a value-enhancing change in governance resulting in a small increase in stock price. Further, empirical studies suggest that boards with better dynamics and processes report stronger financial performance for the companies they serve. Based on empirical evidence, the risk of an uncontested election with majority voting resulting in a director position being unfilled is very small. Corporations and cooperatives can develop strategies to mitigate the impact of such a situation.

The amendments to the election process will impose costs on affected regulated parties, as modifications to the form of proxy will be necessary. Corporations and cooperatives will need to modify the form in order to allow for the new process of electing directors individually and to enable shareholders to vote “for” and “against” a candidate for director position. However, since the modifications to the form of proxy will be minor, the costs are expected to be negligible. In fact, all of the changes to the election of directors are not expected to impose significant additional burden on publicly traded corporations or public cooperatives, since many of these are already required by the Toronto Stock Exchange Rules to hold annual and individual elections and to use a majority voting model.

Improved access and document retention by the Director

Clarifying the rules regarding document retention by the Director will result in more clarity and predictability to stakeholders around the availability of various documents submitted to or produced by the Director. This increased certainty around availability of documents will assist corporations in preparing for transactions such as opening bank accounts or preparing for litigation. In addition, the document retention rules will reduce the costs of document storage and maintenance of records by the Director, both physical and electronic. However, this benefit is expected to be small.

Technical amendments

Amendments such as those related to time periods, the name granting rules, and the repeal of obsolete provisions are minor and of a housekeeping nature. These modifications will result in generally more coherent rules for a more consistent application of the rules by the Director and will better align with current practice.

Small business lens

The amendments do not apply to small business. The amendments apply to distributing corporations, which are businesses that are publicly traded and often report not less than $5 million in gross annual revenues. While the amendments will impact these businesses, the costs are expected to be minimal and not onerous to comply with.

One-for-one rule

The one-for-one rule does not apply to the amendments, as there is no incremental change in administrative burden on businesses.

Regulatory cooperation and alignment

The amendments are not part of a formal regulatory cooperation initiative.

Strategic environmental assessment

In accordance with the Cabinet Directive on the Environmental Assessment of Policy, Plan and Program Proposals, a preliminary scan concluded that a strategic environmental assessment is not required.

Gender-based analysis plus

A gender-based analysis plus (GBA+) was conducted to assess the potential impacts of the amendments on specific socioeconomic groups and whether they would affect one group or gender compared to another such as men, women, Aboriginal peoples, persons with disabilities and members of visible minorities differently. Given the nature of the amendments, and more specifically the provisions around the timing of the election of directors for federally incorporated distributing corporations and cooperatives, no GBA+ impacts are expected.

Implementation, compliance and enforcement, and service standards

The amendments will come into force on August 31, 2022, the same day the remaining provisions of the Amending Act come into force. This date was chosen to both ensure that changes to the election of directors’ process would minimally disrupt the election of directors at the annual shareholders’ meetings and also to provide sufficient time for the affected corporations to prepare and send its meeting materials in the required time frames. In addition, the Director will ensure that the amendments related to the retention of documents are implemented as of that date.

With regards to communications and outreach activities, various stakeholders will be informed of the coming into force of the amendments. These stakeholders include publicly traded federal business corporations and cooperatives, federal not-for-profit corporations, lawyers and accountants whose clients are federal corporations and cooperatives as well as some non-governmental organization stakeholder groups (investor groups; chambers of commerce). The objective will be to inform and engage with these groups through RSS notices, posts on social media platforms as well as direct communications (emails and letters) to a predefined list of stakeholders.

There are no new compliance and enforcement, or service standards associated with these amendments.

Contact

Valérie Carpentier
Senior Policy Manager
Corporations Canada
Innovation, Science and Economic Development Canada
C.D. Howe Building
235 Queen Street
Ottawa, Ontario
K1A 0H5
Telephone: 1‑866‑333‑5556
Email: ic.corporationscanada.ic@canada.ca