Tag archives: Canadian Business Corporations Act

Why have a document retention policy?

The current digital age has made it easier for companies to retain an enormous volume of documents – significantly more than a company could have afforded to keep before the advent of electronic record-keeping. In response, companies have sought to upgrade their IT systems to digitize their paper records and to allow for increased storage. These upgrades, however, are inadequate without the adoption of a comprehensive formal policy to guide a company’s record-keeping process.

Why have a document retention policy?

Besides general organization purposes, there are a few other good reasons why a company should adopt a document retention policy:… Continue Reading

Asset sale and shareholder approval

In the context of an asset acquisition, both the seller and the buyer need to consider whether the proposed transaction triggers shareholder approval requirements under corporate legislation.

Legislative requirements

Subsection 189(3) of the Canada Business Corporations Act (the CBCA) states that “a sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation” requires special resolution of shareholders, being not less than two-thirds of the votes cast by shareholders who voted in respect of the resolution. The Ontario Business Corporations Act has similar provision.

It … Continue Reading

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