Acts and Regulations

B-9.1 - Business Corporations Act

Section 189
Disposition versions

Full text
Correction of documents
2023, c.2, s.130
189(1) In this section, "document" means the articles or an application, certificate, notice, statement or other document in relation to a corporation, that is
(a) filed with the Director, or
(b) issued by the Director.
189(2)On providing notice to a corporation, the Director may correct an error in a document if the error was made by the Director or a person acting under the Director’s control.
189(3)If a document contains an error, the corporation shall, at the Director’s request, do the following so that the Director may correct the document:
(a) pass the resolutions and send the Director the documents required to comply with this Act;
(b) certify that there are reasonable grounds to believe that no shareholder or creditor will be prejudiced;
(c) certify that the correction will represent the original intention of the corporation or the incorporators, as the case may be; and
(d) take any other steps that the Director may reasonably require.
189(4)When the Director is of the opinion that shareholders or creditors would be prejudiced by a correction to a document under this section, the Director may refuse to issue a correction or refuse to file a corrected document.
189(5)If a document filed with the Director in relation to a corporation contains an error other than one referred to in subsection (2), the corporation or an interested person may apply to the Court for
(a) an order that the document be corrected, and
(b) an order determining the rights of the corporation’s shareholders or creditors.
189(6)Notice of application shall be served on the Director and, if the corporation is not the applicant, on the corporation and the Director, and the corporation may appear before the Court and be heard in person or by counsel.
189(7)For the purpose of correcting a document under this section, the Director may, at any time, demand the return of the original document and the person who possesses the original document shall, on receiving the Director’s demand, surrender it to the Director without delay.
189(8)After a document is corrected under this section, the Director may issue or file the corrected document.
189(9) A document corrected under this section shall bear the date of the document it replaces
(a) unless the correction is made with respect to the date of the document, in which case the document shall bear the corrected date, or
(b) in the case of a document corrected by an order of the Court, unless the Court decides otherwise.
189(10)If a corrected document materially amends the terms of the original document, the Director shall without delay publish a notice of the correction in the The Royal Gazette.
1990, c.45, s.1; 2023, c.2, s.131
Correction of certificates
189(1)If a certificate containing an error is issued to a corporation by the Director, the directors or shareholders of the corporation shall, upon the request of the Director, pass the resolutions and send to him the documents required to comply with this Act, and shall take such other steps as the Director may reasonably require, and the Director may demand the surrender of the certificate and issue a correct certificate.
189(2)A certificate issued under subsection (1) may bear the date of the certificate it replaces.
189(3)If a certificate issued under subsection (1) materially amends the terms of the original certificate, the Director shall forthwith give notice of the correction in The Royal Gazette.
1990, c.45, s.1
Correction of certificates
189(1)If a certificate containing an error is issued to a corporation by the Director, the directors or shareholders of the corporation shall, upon the request of the Director, pass the resolutions and send to him the documents required to comply with this Act, and shall take such other steps as the Director may reasonably require, and the Director may demand the surrender of the certificate and issue a correct certificate.
189(2)A certificate issued under subsection (1) may bear the date of the certificate it replaces.
189(3)If a certificate issued under subsection (1) materially amends the terms of the original certificate, the Director shall forthwith give notice of the correction in The Royal Gazette.
1990, c.45, s.1