Acts and Regulations

B-9.1 - Business Corporations Act

Section 109
Disposition versions

Full text
Attendance of auditor at annual meeting and written statement of auditor
109(1)The auditor of a corporation shall receive notice of the annual meeting of shareholders and is entitled to attend thereat.
109(2)If a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than ten days before a meeting of shareholders to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to his duties as auditor.
109(3)A director or shareholder who sends a notice referred to in subsection (2) shall send concurrently a copy of the notice to the registered office of the corporation.
109(4)Repealed: 2008, c.11, s.4
109(5)An auditor may submit to the corporation a written statement giving the reasons for their resignation or the reasons why they oppose any proposed action or resolution if the auditor
(a) resigns,
(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing them from office,
(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because their term of office has expired or is about to expire, or
(d) receives a notice or otherwise learns of a meeting of shareholders at which no resolution is being proposed to appoint an auditor for the ensuing year.
109(5.1)The corporation is required to send a notice to the auditor at least 10 days in advance of a meeting of shareholders when a shareholder meeting, special meeting or otherwise, is called
(a) for the purpose of removing the auditor from office,
(b) for which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because the auditor’s term of office has expired or is about to expire, or
(c) for which no resolution is being proposed to appoint an auditor for the ensuing year.
109(6)The corporation shall forthwith send a copy of the statement referred to in subsection (5) to every shareholder entitled to receive notice of any meeting referred to in subsection (1).
109(7)No person shall accept appointment or consent to be appointed as auditor of a corporation if he is replacing an auditor who has resigned, been removed or whose term of office has expired or is about to expire until he has requested and received from that auditor a written statement of the circumstances and the reasons why, in that auditor’s opinion, he is to be replaced.
109(8)Notwithstanding subsection (7), a person otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation if, within fifteen days after making the request referred to in that subsection, he does not receive a reply.
109(9)Unless subsection (8) applies, an appointment as auditor of a corporation of a person who has not complied with subsection (7) is void.
2000, c.9, s.12; 2008, c.11, s.4; 2023, c.2, s.79; 2023, c.2, s.155
Attendance of auditor at annual meeting and written statement of auditor
109(1)The auditor of a corporation shall receive notice of the annual meeting of shareholders and is entitled to attend thereat.
109(2)If a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than ten days before a meeting of shareholders to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to his duties as auditor.
109(3)A director or shareholder who sends a notice referred to in subsection (2) shall send concurrently a copy of the notice to the registered office of the corporation.
109(4)Repealed: 2008, c.11, s.4
109(5)An auditor who
(a) resigns,
(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office,
(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because his term of office has expired or is about to expire, or
(d) receives a notice or otherwise learns of a meeting of shareholders at which a resolution referred to in section 105 is to be proposed,
is entitled to submit to the corporation a written statement giving the reasons for his resignation or the reasons why he opposes any proposed action or resolution.
109(6)The corporation shall forthwith send a copy of the statement referred to in subsection (5) to every shareholder entitled to receive notice of any meeting referred to in subsection (1) and to the Director.
109(7)No person shall accept appointment or consent to be appointed as auditor of a corporation if he is replacing an auditor who has resigned, been removed or whose term of office has expired or is about to expire until he has requested and received from that auditor a written statement of the circumstances and the reasons why, in that auditor’s opinion, he is to be replaced.
109(8)Notwithstanding subsection (7), a person otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation if, within fifteen days after making the request referred to in that subsection, he does not receive a reply.
109(9)Unless subsection (8) applies, an appointment as auditor of a corporation of a person who has not complied with subsection (7) is void.
2000, c.9, s.12; 2008, c.11, s.4
Attendance of auditor at annual meeting and written statement of auditor
109(1)The auditor of a corporation shall receive notice of the annual meeting of shareholders and is entitled to attend thereat.
109(2)If a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than ten days before a meeting of shareholders to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to his duties as auditor.
109(3)A director or shareholder who sends a notice referred to in subsection (2) shall send concurrently a copy of the notice to the registered office of the corporation.
109(4)Repealed: 2008, c.11, s.4
109(5)An auditor who
(a) resigns,
(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office,
(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because his term of office has expired or is about to expire, or
(d) receives a notice or otherwise learns of a meeting of shareholders at which a resolution referred to in section 105 is to be proposed,
is entitled to submit to the corporation a written statement giving the reasons for his resignation or the reasons why he opposes any proposed action or resolution.
109(6)The corporation shall forthwith send a copy of the statement referred to in subsection (5) to every shareholder entitled to receive notice of any meeting referred to in subsection (1) and to the Director.
109(7)No person shall accept appointment or consent to be appointed as auditor of a corporation if he is replacing an auditor who has resigned, been removed or whose term of office has expired or is about to expire until he has requested and received from that auditor a written statement of the circumstances and the reasons why, in that auditor’s opinion, he is to be replaced.
109(8)Notwithstanding subsection (7), a person otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation if, within fifteen days after making the request referred to in that subsection, he does not receive a reply.
109(9)Unless subsection (8) applies, an appointment as auditor of a corporation of a person who has not complied with subsection (7) is void.
2000, c.9, s.12; 2008, c.11, s.4
Attendance of auditor at annual meeting, offence and written statement of auditor
109(1)The auditor of a corporation shall receive notice of the annual meeting of shareholders and is entitled to attend thereat.
109(2)If a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than ten days before a meeting of shareholders to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to his duties as auditor.
109(3)A director or shareholder who sends a notice referred to in subsection (2) shall send concurrently a copy of the notice to the registered office of the corporation.
109(4)An auditor or former auditor of a corporation who fails without reasonable cause to comply with subsection (2) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both and in default of payment of a fine is liable to imprisonment in accordance with subsection 31(3) of the Summary Convictions Act.
109(5)An auditor who
(a) resigns,
(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office,
(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because his term of office has expired or is about to expire, or
(d) receives a notice or otherwise learns of a meeting of shareholders at which a resolution referred to in section 105 is to be proposed,
is entitled to submit to the corporation a written statement giving the reasons for his resignation or the reasons why he opposes any proposed action or resolution.
109(6)The corporation shall forthwith send a copy of the statement referred to in subsection (5) to every shareholder entitled to receive notice of any meeting referred to in subsection (1) and to the Director.
109(7)No person shall accept appointment or consent to be appointed as auditor of a corporation if he is replacing an auditor who has resigned, been removed or whose term of office has expired or is about to expire until he has requested and received from that auditor a written statement of the circumstances and the reasons why, in that auditor’s opinion, he is to be replaced.
109(8)Notwithstanding subsection (7), a person otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation if, within fifteen days after making the request referred to in that subsection, he does not receive a reply.
109(9)Unless subsection (8) applies, an appointment as auditor of a corporation of a person who has not complied with subsection (7) is void.
2000, c.9, s.12