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ARTICLE · 22 MAY 2018

New Rules For CBCA Companies

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Companies incorporated under the Canada Business Corporations Act (CBCA) will need to consider new rules regarding director elections, diversity disclosure, shareholder communications and other matters.

CanadaCorporate/Commercial Law
Gary Solway
Gary Solway
James T. McClary
James T. McClary
Bradley Eidsness
Bradley Eidsness
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Companies incorporated under the Canada Business Corporations Act (CBCA) will need to consider new rules regarding director elections, diversity disclosure, shareholder communications and other matters.

On May 1, 2018, Bill C-25—an Act to amend the Canada Business Corporations Act, Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act, SC 2018, c 8 (the "Bill")—received Royal Assent. The Bill, introduced in 2016, represents the first substantive changes to the Canada Business Corporations Act since 2001. Regulations required to implement some of the changes are expected to be finalized within 18 to 24 months.

Director Election

The CBCA will now require that the election of directors of public corporations occur annually. Currently, the CBCA requires the election of directors to occur every three years. Director voting will be conducted on a candidate-by-candidate basis (as opposed to slate voting).

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