Canada Business Corporations Act (CBCA)
The Canada Business Corporations Act (CBCA) is the federal statute under which a corporation can be incorporated by signing articles of incorporation. It sets the rules for corporations governed by it, including share classes, stated capital, buying back shares, amalgamation and dissent rights.
An owner meets the CBCA when choosing federal incorporation, or when buying or selling the shares of a company that is governed by it. Corporations Canada, part of Innovation, Science and Economic Development Canada, receives filings under the Act, such as applications for amalgamation, and publishes guides on it.
What it covers in a deal
- Share classes and their rights, set out in the articles (s.24).
- Stated capital accounts (s.26) and a corporation’s purchase of its own shares (ss.34 to 36).
- Amalgamation: s.181 lets two or more corporations amalgamate and continue as one.
- Dissent rights for listed fundamental changes (s.190).
Check which Act applies
Section numbers belong to the CBCA only. A company incorporated under a province’s statute is governed by that statute instead; see federal versus provincial incorporation. For how a share sale unfolds, read selling the shares of a private company.
Sources
This definition is checked against primary sources. Links were last confirmed on the dates shown.
- 01Government of Canada (Department of Justice)GovernmentCanada Business Corporations Act, R.S.C. 1985, c. C-44
- 02Innovation, Science and Economic Development Canada (Corporations Canada)GovernmentShare structure and shareholders
- 03Innovation, Science and Economic Development Canada (Corporations Canada)GovernmentGuide on amalgamating business corporations
Deavo is an advertising and listings platform, not a brokerage, law firm or valuation firm. This page is general information, not legal, tax, accounting or valuation advice, and rules differ by province. Confirm anything you rely on with a qualified professional before you act on it.