meetings of shareholders and directors. The QBCA also allows certificates issued by the Registrar to have, in addition to the date, the time of the issuance of the certificates, which may be useful for some transactions. The corporate statutes of most other provinces in Canada are generally similar to the CBCA, the OBCA and the QBCA. However, there are differences in detail that may provide additional flexibility to certain investors. For example, British Columbia permits a corporation to hold its own shares on a long-term basis, whether directly or through a subsidiary (which is restricted under the CBCA, OBCA and QBCA). A corporation can be “continued” from one jurisdiction in Canada to another, with no break in its corporate existence, if it is necessary or desirable to do so (e.g., an OBCA corporation could be continued under the CBCA). OFFICERS AND DIRECTORS The daily operations of a corporation are normally carried out by its officers. Officers can be non-residents of Canada provided that they have complied with Canada’s immigration laws (see the Employment Law chapter of this guide). Directors and officers must act honestly and in good faith with a view to the best interests of the corporation. They must also exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Directors and officers may incur personal liability if they cause the corporation to contravene applicable laws. Directors also may be liable under statutes such as Ontario’s Employment Standards Act, 2000 , Québec’s Act respecting labour standards and the federal Income Tax Act for employees’ unpaid wages and amounts that should have been remitted to taxation authorities, if the corporation becomes bankrupt.
A business corporation can be incorporated either federally, under the Canada Business Corporations Act , or in any of the provinces. Each of Ontario and Québec has a Business Corporations Act.
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Doing Business in Canada
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