Federal Law–Civil Law Harmonization Act, No. 3 (S.C. 2011, c. 21)
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Assented to 2011-11-29
PART 1AMENDMENTS TO CERTAIN ACTS
R.S., c. C-44; 1994, c. 24, s. 1(F)Canada Business Corporations Act
Marginal note:2001, c. 14, s. 115; 2005, c. 33, s. 5(2)
68. Subsection 237.5(1.1) of the English version of the Act is replaced by the following:
Marginal note:Exception
(1.1) Subsection (1) does not apply when the plaintiff brings the action as a member of a partnership or other association or as a trustee in bankruptcy, liquidator, receiver or sequestrator of a body corporate.
69. Subsection 242(2) of the Act is replaced by the following:
Marginal note:Court approval to discontinue
(2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant.
Marginal note:2001, c. 14, s. 135 (Sch., s. 81)(E)
70. Section 247 of the English version of the Act is replaced by the following:
Marginal note:Restraining or compliance order
247. If a corporation or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation does not comply with this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right they have, apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions of this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, and on such application the court may so order and make any further order it thinks fit.
Marginal note:2001, c. 14, s. 127(2)
71. Subparagraph 262(2)(b)(iv) of the English version of the Act is replaced by the following:
(iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary, and
1998, c. 1Canada Cooperatives Act
Marginal note:2001, c. 14, s. 137(2)
72. (1) The definitions “personal representative” and “security interest” in subsection 2(1) of the Canada Cooperatives Act are replaced by the following:
“personal representative”
« représentant personnel »
“personal representative” means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney.
“security interest”
« sûreté »
“security interest” means an interest or right in or charge on property of a cooperative to secure payment of a debt or the performance of an obligation of the cooperative.
(2) The definitions option d’achat and option de vente in subsection 2(1) of the French version of the Act are replaced by the following:
« option d’achat »
“call”
option d’achat Option négociable par livraison qui permet d’exiger que soit livré un nombre précis de valeurs mobilières à un prix et dans un délai déterminés. Est exclu de la présente définition l’option ou le droit d’acquérir des valeurs mobilières de la coopérative qui l’a accordé.
« option de vente »
“put”
option de vente Option négociable par livraison qui permet de livrer un nombre précis de valeurs mobilières à un prix et dans un délai déterminés.
(3) The definition “proxy” in subsection 2(1) of the English version of the Act is replaced by the following:
“proxy”
« procuration »
“proxy” means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of the shareholders.
73. Paragraph 11(1)(i) of the Act is replaced by the following:
(i) whether the cooperative is to be incorporated with or without membership share capital, and, if there is to be no membership share capital, a statement that the interest or right of each member as member is, subject to subsection 7(3), the same as that of every other member;
74. (1) Paragraph 15(1)(e) of the Act is replaced by the following:
(e) whether the interest or right of a member in the cooperative may, subject to section 46, be transferred or assigned, and any conditions or restrictions that apply to such a transfer or assignment;
(2) Paragraph 15(1)(i) of the Act is replaced by the following:
(i) subject to sections 39 and 40 and Parts 20 and 21, the conditions on which membership is terminated, whether by withdrawal or by involuntary termination, if it may be terminated otherwise than as provided for in this Act, and the determination of the value and disposition of the member’s interest or right in the cooperative on termination; and
75. Subsection 34(2) of the English version of the Act is replaced by the following:
Marginal note:Validity of unsealed documents
(2) A document executed or, in Quebec, signed on behalf of a cooperative is not invalid merely because a corporate seal is not affixed to it.
76. Paragraph 85(7)(c) of the English version of the Act is replaced by the following:
(c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the cooperative or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.
Marginal note:2001, c. 14, s. 167(2)(F)
77. Subsection 102(7) of the Act is replaced by the following:
Marginal note:Subrogation of director
(7) A director who pays a debt owed under this section that is proven in liquidation and dissolution or bankruptcy proceedings is subrogated to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is
(a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and
(b) elsewhere in Canada, entitled to an assignment of the judgment.
78. Paragraph 119(2)(f) of the Act is replaced by the following:
(f) a statement that there is a charge, lien or hypothec on the membership shares or member loans represented by the certificate in favour of the cooperative for any indebtedness of the member to the cooperative.
Marginal note:2001, c. 14, s. 175
79. (1) Subsection 123(1) of the Act is replaced by the following:
Marginal note:Charge, lien or hypothec on membership shares for amounts
123. (1) A cooperative has a charge, lien or hypothec on a membership share or any amount standing to the credit of a member or the personal representative of a member for a debt of that member to the cooperative.
(2) Paragraph 123(2)(a) of the Act is replaced by the following:
(a) enforce a charge, lien or hypothec referred to in subsection (1) in the manner set out in its by-laws; or
Marginal note:2001, c. 14, s. 177
80. Section 129 of the Act is replaced by the following:
Marginal note:Charge, lien or hypothec on investment shares
129. (1) Subject to subsection 183(2), the articles may provide that the cooperative has a charge, lien or hypothec on an investment share registered in the name of a shareholder or the personal representative of a shareholder for a debt of the shareholder to the cooperative, including an amount unpaid as of the date a body corporate was continued under this Act, in respect of an investment share issued by it.
Marginal note:Enforcement
(2) A cooperative may enforce a charge, lien or hypothec referred to in subsection (1) in accordance with its by-laws.
81. Paragraph 130(6)(d) of the English version of the Act is replaced by the following:
(d) the powers of the directors to require disclosure of beneficial ownership of investment shares of the cooperative and the right of the cooperative and its directors, employees and agents or mandataries to rely on that disclosure and the effects of that reliance; and
82. Subsection 131(3) of the Act is replaced by the following:
Marginal note:Right to proceeds
(3) A person who owned an investment share that was sold under this section is divested of all interests or rights in the investment share and is entitled to receive only the net proceeds of the sale and any net income on the proceeds.
- Date modified: