Proposed amendments to Canadian corporate regulations are planned to come into force on July 1, 2021 and are currently open for comment. On March 27, 2021, the proposed amendments were pre-published in the Canada Gazette. The Government has launched public consultations giving the public and key stakeholders the opportunity to comment on the proposed regulations until April 27, 2021. The changes are intended to achieve three things: (1) increase board quality and accountability towards shareholders; (2) more clarity and predictability to stakeholders around the availability of various documents so corporations can prepare accordingly; and (3) more coherent rules for a more consistent application.
On May 1, 2018, Bill C-25 An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act (the “Amending Act”) received royal assent. The Amending Act aimed to reduce regulatory burdens to enhance shareholder democracy and participation, diversity and women’s representation on corporate boards and in management positions, and to improve corporate transparency and business certainty.
While parts of the Amending Act have already come into force, other provisions require regulatory amendments to become operational. The proposed amendments, which will be discussed in detail below, will amend:
In the section below, we summarize the current requirements and outline the proposed changes.
The proposed amendments will provide details to the following provisions:
The proposed amendments would amend the CBCR and Coop Regulations.
Each of the CBCA, NFP Act and the Coop Act provide that the government may appoint a “Director” to administer such act, which includes requirements for the Director/government to retain and produce documents filed with the government for particular periods of time. The intention of this amendment is so that the public and corporations have increased certainty around availability of filed documents.
The proposed amendments would make the following technical or non-material changes in the CBCR, the Coop Regulations and the NFP Regulations.
Dentons will be closely monitoring the public consultation and provide updates as they come.