Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Act current to 2012-05-02 and last amended on 2011-11-29. Previous Versions

Marginal note:Appointment of auditor

  • 162. (1) Subject to section 163, shareholders of a corporation shall, by ordinary resolution, at the first annual meeting of shareholders and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting.

  • Marginal note:Eligibility

    (2) An auditor appointed under section 104 is eligible for appointment under subsection (1).

  • Marginal note:Incumbent auditor

    (3) Notwithstanding subsection (1), if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until a successor is appointed.

  • Marginal note:Remuneration

    (4) The remuneration of an auditor may be fixed by ordinary resolution of the shareholders or, if not so fixed, may be fixed by the directors.

  • 1974-75-76, c. 33, s. 156;
  • 1978-79, c. 9, ss. 1(F), 48.
Marginal note:Dispensing with auditor

  • 163. (1) The shareholders of a corporation that is not a distributing corporation may resolve not to appoint an auditor.

  • Marginal note:Limitation

    (2) A resolution under subsection (1) is valid only until the next succeeding annual meeting of shareholders.

  • Marginal note:Unanimous consent

    (3) A resolution under subsection (1) is not valid unless it is consented to by all the shareholders, including shareholders not otherwise entitled to vote.

  • (4) [Repealed, 1994, c. 24, s. 18]

  • R.S., 1985, c. C-44, s. 163;
  • 1992, c. 1, s. 56;
  • 1994, c. 24, s. 18;
  • 2001, c. 14, s. 79.
Marginal note:Ceasing to hold office

  • 164. (1) An auditor of a corporation ceases to hold office when the auditor

    • (a) dies or resigns; or

    • (b) is removed pursuant to section 165.

  • Marginal note:Effective date of resignation

    (2) A resignation of an auditor becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later.

  • R.S., 1985, c. C-44, s. 164;
  • 2001, c. 14, s. 135(E).
Marginal note:Removal of auditor

  • 165. (1) The shareholders of a corporation may by ordinary resolution at a special meeting remove from office the auditor other than an auditor appointed by a court under section 167.

  • Marginal note:Vacancy

    (2) A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed or, if not so filled, may be filled under section 166.

  • 1974-75-76, c. 33, s. 159;
  • 1978-79, c. 9, s. 1(F).