Vol. 144, No. 7 — March 31, 2010

Registration

SOR/2010-61 March 11, 2010

CANADA CORPORATIONS ACT

Regulations Amending the Canada Corporations Regulations

P.C. 2010-266 March 11, 2010

Her Excellency the Governor General in Council, on the recommendation of the Minister of Industry, pursuant to section 152 of the Canada Corporations Act (see footnote a), hereby makes the annexed Regulations Amending the Canada Corporations Regulations.

REGULATIONS AMENDING THE CANADA CORPORATIONS REGULATIONS

AMENDMENTS

1. The definitions “associate”, “control” and “recognized stock exchange” in section 2 of the Canada Corporations Regulations (see footnote 1) are repealed.

2. Section 3 of the Regulations is repealed.

3. Parts III to V of the Regulations are repealed.

4. Forms 1 and 2 of Schedule I to the Regulations are repealed.

5. Form 4 of Schedule I to the Regulations is repealed.

COMING INTO FORCE

6. These Regulations come into force on the day on which they are registered.

REGULATORY IMPACT
ANALYSIS STATEMENT

(This statement is not of the Regulations.)

Issue and objectives

An Act respecting not-for-profit corporations and certain other corporations, S.C. 2009, c. 23 (Bill C-4) received Royal Assent on June 23, 2009, and will come into force in stages. The primary objectives of Bill C-4 are to repeal the Canada Corporations Act (CCA) as it becomes obsolete and to replace it with the new, more modern, Canada Not-for-profit Corporations Act.

The CCA has to be repealed in stages because its various provisions become obsolete at different times. This will be done by three separate Orders in Council. Each Order in Council will have a corresponding set of regulatory amendments (i.e. either a repeal of some sections under the Canada Corporations Regulations or the creation of regulations for the Canada Not-for-profit Corporations Act).

Description and rationale

Prior to 1975, the CCA was the main federal corporate statute for both for-profit and not-for-profit corporations. It has four main parts:

• Part I governed both for-profit corporations and not-for-profit corporations. Most of its provisions became obsolete when all of the for-profit corporations continued into the Canada Business Corporations Act following its creation in 1975. Part I was not repealed, however, because a few of its provisions also applied to not-for-profit corporations and for-profit corporations created by federal Special Acts of Parliament (i.e. those corporations subject to Part IV of the CCA).
• Part II governs not-for-profit corporations.
• Part III governs not-for-profit corporations created by federal Special Acts of Parliament.
• Part IV governs for-profit corporations created by federal Special Acts of Parliament (Part IV corporations).

Bill C-4 will repeal the CCA in three stages as the various statutory provisions become obsolete:

• Stage 1 will repeal Part IV and those provisions of Part I that are obsolete. This will occur six months after Royal Assent. Only those provisions of Part I that are required by Parts II and III will not be repealed.
• Stage 2 will repeal Part III. This will occur once the user fees and regulations for the new Act have been approved.
• Stage 3 will repeal all the remaining sections of the CCA. This will occur at least three years after the new Act comes into force.

This set of regulatory amendments is related to Stage 1. In Stage 1, three sets of statutory provisions are being repealed.

First, Part IV is being repealed because Part IV corporations are required to continue into the Canada Business Corporations Act within six months from the date of Royal Assent or they will be dissolved automatically. As a result, by December 24, 2009, there will be no corporations subject to the statutory provisions of Part IV of the CCA.

Second, for the same reason, the provisions in Part I of the CCA that apply to Part IV corporations are also being repealed.

Third, the provisions in Part I of the CCA that do not apply to not-for-profit corporations are being repealed because all of the for-profit corporations to which they applied have been continued into the CBCA. These provisions have been obsolete since the creation of the CBCA and their repeal at this time is simply a “clean up.”

These regulatory amendments correspond to the repeals of these three sets of statutory provisions of the CCA. The regulatory sections being repealed are all related to the specific statutory sections being repealed. The statutory sections will be spent on December 24, 2009, because they will no longer apply to any corporations. When the statutory sections in the Canada Corporations Act are repealed, the corresponding sections in the Canada Corporations Regulations will be spent and can be repealed as well. Both the statutory and regulatory repeals will be approved by Treasury Board on the same day.

Contact

Coleen Kirby
Corporations Canada
Industry Canada
Jean Edmonds Tower South, 9th Floor
365 Laurier Avenue West
Ottawa, Ontario
K1A 0C8
Telephone 613-941-5720
Fax: 613-941-5781
Email: coleen.kirby@ic.gc.ca

Footnote a
R.S.C. 1970, c. C-32

Footnote 1
C.R.C., c. 424

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