Corporate Act Amendments Come into Force

Summary#

This order sets August 31, 2022 as the day that parts of An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act come into force. The changes affect how some corporations elect directors, how certain corporate records are kept and produced, and rules about corporate names.

What it does#

• Brings into force a group of provisions of the 2018 amending law on August 31, 2022.
• Applies to provisions that change:
  • the election process for directors for certain corporations and cooperatives,
  • the rules about the keeping and production of documents by the federal corporate registry (the Director),
  • and rules about corporate names.
• Makes the related regulatory amendments (under the same acts) effective on the same day.

Who's affected#

• Distributing corporations incorporated under the Canada Business Corporations Act.
• Distributing cooperatives under the Canada Cooperatives Act.
• Corporations incorporated under the Canada Not-for-profit Corporations Act where those provisions apply.
• Shareholders, boards of directors, corporate lawyers, banks and others who rely on federal corporate records.
• It is not always clear from the order exactly which small or niche organizations will be affected; practical impact depends on whether a corporation is a “distributing” entity and on the specific sections listed in the order.

Why it matters#

• Director elections: the changes aim to make board elections more accountable to shareholders and to let shareholders influence boards more effectively.
• Records and documents: clearer rules on how long the federal Director keeps certain documents and how they can be produced should make it easier to get records needed for things like opening bank accounts or preparing for legal disputes.
• Timing: setting a single start date (August 31, 2022) helps corporations prepare their meeting materials with less disruption to annual meetings.