What Canada Business Corporations Act 1985 (R.S.C. 1985, c. C-44) - Corporate Governance requires
The Canada Business Corporations Act (CBCA, R.S.C. 1985, c. C-44) governs the formation, governance, and dissolution of federally incorporated companies in Canada, establishing the framework for corporate constitution, director duties, shareholder rights, and corporate transactions. Sections 122 and 122.1 impose the core duties on directors and officers: a duty of care requiring directors to act honestly and in good faith with a view to the best interests of the corporation, and to exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. Section 120 governs conflicts of interest, requiring directors who have a material interest in a proposed contract or transaction to disclose the interest and refrain from voting on the matter. Shareholder rights are protected through Section 190 (dissent and appraisal rights), Section 239 (derivative actions), and Section 241 (oppression remedy), with Section 241 permitting courts to make broad orders where a shareholder's reasonable expectations have been fundamentally unfair. Section 160 addresses security holder communications and proxy solicitation. Significant recent amendments include: mandatory individual director elections (Section 106.1); enhanced diversity reporting for public companies (Section 172.1); amendments to facilitate hybrid meetings; and beneficial ownership transparency requirements under the register of individuals with significant control (ISC) in Section 21.1.
Pillar: Legal & IP Sovereignty · Authority: Corporations Canada; Innovation, Science and Economic Development Canada (ISED) · Version: 1.0.1 · Last updated:
Primary source: https://laws-lois.justice.gc.ca/eng/acts/c-44/FullText.html
SHA-256 integrity: e2dd90041cfeb70dcab40dfe2969b50fee5f04e5a26ffe46fc8ebe9bc793e7c7
Primary Citations — 7 traced to source
- Canada Business Corporations Act R.S.C. 1985, c. C-44 (Canada), Section 120 - Conflict of interest: directors and officers with a material interest in a transaction must disclose and refrain from voting on that matter
- Canada Business Corporations Act R.S.C. 1985, c. C-44 (Canada), Section 122 - Director and officer duties: duty of care requiring honesty, good faith, care, diligence, and skill in the best interests of the corporation
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