Quick answer
| Federal | CBCA s. 103 |
| Ontario | OBCA s. 116 |
| Confirmed by | Shareholders at the next meeting or by written resolution |
What it covers
- Directors: number, quorum, meetings
- Officers and their duties
- Shareholder meetings and notice
- Signing authority and banking
- Share certificates and transfers
- Indemnity of directors and officers
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Directors make the by-law by resolution. It is effective from that date and must be submitted to shareholders, who may confirm, reject or amend it.
Common trap: using another province's by-law
A by-law citing the wrong Act can confuse banks and lenders. Ours cites the CBCA or OBCA throughout.
Frequently asked questions
Is By-law No. 1 mandatory?
The Acts do not force a by-law, but almost every corporation adopts one so its internal rules are clear.
Can it be amended?
Yes, by the directors subject to shareholder confirmation.
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Sources
This page is general information, not legal advice. We are a document preparation service, not a law firm. Review by a lawyer licensed in your province is recommended.