Proxy materials and financial statements must be filed with Corporations Canada under sections 150 and 160 of the Canada Business Corporations Act (CBCA). According to section 258.2, the Director appointed under the CBCA can issue a single filing exemption regarding the sending of notices and documents that would apply to corporations. The exemption waives the requirement to file certain documents with Corporations Canada if documents containing information similar to that required to be contained in documents filed under provincial securities legislation. In such cases, the documents only have to be filed with any of the participating provincial and territorial securities commission.
It is the corporation's responsibility to determine that the documents filed are required to contain similar information under the CBCA and provincial securities legislation. Further, the exemption does not apply to management proxy documents that are subject to the diversity disclosure requirements that came into effect on January 1, 2020. The diversity requirements in the CBCA are broader in scope than what is required to be disclosed under provincial securities legislation.
If a CBCA corporation relies on this exemption, it does not need to seek Corporations Canada's approval or notify Corporations Canada that it is relying on this single filing exemption.
Exemption from sending notices and documents
- A person who is required to send a notice or document set out in column I of an item of Part A of the schedule by the provision of the Canada Business Corporations Act set out in column II of that item is exempt from the application of that provision where:
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- the person is required by any provincial legislation set out in Part B of the schedule to file a notice or document containing information that is similar to the information required to be contained in the notice or document set out in column I of that item of Part A of the schedule;
- the notice or document has been filed in accordance with the provincial legislation set out in Part B of the schedule; and
- the notice and document is made available to the public.
Schedule
(Section 1)
Notices and documents exempted under section 258.2 of the Canada Business Corporations Act (CBCA)
Part A
| Item | Column I Notice or Document |
Column II CBCA Provision |
|---|---|---|
| 1. | Proxy material | section 150 |
| 2. | Financial statements | section 160 |
Part B
Provincial Legislation
Securities Act, R.S.O. 1990, c. S.5 (Ontario)
Securities Act, C.Q.L.R., c. V-1.1 (Quebec)
Securities Act, R.S.N.S. 1989, c. 418 (Nova Scotia)
Security Act, S.N.B. 2004, c. S-5.5 (New Brunswick)
The Securities Act, C.C.S.M., c. S50 (Manitoba)
The Securities Act, R.S.B.C. 1996, c. 418 (British Columbia)
Securities Act, R.S.P.E.I. 1988, c. S-3.1 (Prince Edward Island)
The Securities Act, 1988, S.S. 1988-89, c. S-42.2 (Saskatchewan)
Securities Act, R.S.A. 2000, c. S-4 (Alberta)
Securities Act, R.S.N.L. 1990, c. S-13 (Newfoundland and Labrador)
Securities Act, S.Y. 2007, c. 16 (Yukon)
Securities Act, S.N.W.T. 2008, c. 10 (Northwest Territories)
Securities Act, S.Nu. 2008, c. 12 (Nunavut)