Built around the CBCA
Every document in the book cites the Canada Business Corporations Act by section, so the by-law, resolutions and certificate legend line up with the statute your corporation is under.
| Requirement | Section | What it means |
|---|---|---|
| Records to keep | s. 20 | Articles, by-laws, minutes, resolutions, register of directors, securities register |
| ISC register | s. 21.1 | Individuals with significant control, updated within 15 days |
| Electronic records | s. 22 | Permitted if reproducible in readable form |
| No par value | s. 24 | All shares are without nominal or par value |
| Share certificates | s. 49 | Required contents and restriction legend at s. 49(8) |
| Director consent | s. 106(9) | Written consent needed for an election to take effect |
| Audit exemption | s. 163 | All shareholders must consent |
Federal corporations must also file their ISC information with Corporations Canada. At least 25% of directors of a CBCA corporation must be resident Canadians, subject to the exceptions in the Act.
Section references are summarized from the official statute. This is not legal advice.
