CBCA

The Canada Business Corporations Act (CBCA) is a federal statute that governs the incorporation and operation of corporations under federal jurisdiction in Canada. It provides the framework for formation, organization, governance, and dissolution of federally incorporated businesses and is administered by Corporations Canada, a division of Innovation, Science and Economic Development Canada. The CBCA applies to corporations that elect federal incorporation and to certain continuances from provincial jurisdictions; many Canadian companies also operate under provincial corporate acts.

Incorporation and governance: The act sets out the process for forming a company, including filing articles of incorporation, choosing a corporate name (or number) and establishing share structure and registered office. It recognizes a governance structure of a board of directors and corporate officers and imposes duties on directors and officers, including fiduciary duties and duties of care and loyalty, and it provides for corporate by-laws and shareholder rights.

Capital and reorganizations: The CBCA governs issuance and authorization of shares, classes of shares, distributions, and changes to share capital. It authorizes reorganizations such as continuances from or into another jurisdiction, amalgamations, arrangements, and changes to the corporate name.

Reporting and dissolution: Federally incorporated companies must maintain proper books and records, hold annual meetings, and file annual returns with Corporations Canada. The act provides procedures for winding up and dissolution and for remedies in certain matters, such as oppression or disputes among shareholders.

Relationship to other regimes: While the CBCA governs federal corporations, provincial corporate statutes remain the framework for provincially incorporated companies, and securities, tax, and competition laws apply alongside federal rules. The CBCA thus serves as the national framework for corporations operating across Canada or seeking federal recognition.