1998/99 Legislative Session: 3rd Session, 36th Parliament
FIRST READING


The following electronic version is for informational purposes only.
The printed version remains the official version.


BILL 85 -- 1999

COMPANY ACT

... continued ...

 
Part 6 -- Financial Records

Division 1 -- Accounting Records

Accounting records required

215 (1) A company must, for the purposes of this Act, keep adequate accounting records for each of its financial years and must retain the accounting records kept for a financial year for the prescribed period.

(2) A company must retain its accounting records at a place determined by the directors.

(3) A company must make its accounting records available for the examination of any director during statutory business hours.

(4) Shareholders may examine those of the accounting records of a company that the articles allow and, in that event, the shareholders may examine those records at the times and places and in the manner set out in the articles.

(5) Shareholders may examine accounting records not referred to in subsection (4) if the shareholders are authorized to do so by the directors and, in that event, the shareholders may examine those records at the times and places, in the manner and subject to the terms and conditions determined by the directors.

 
Division 2 -- Financial Statements

Exemption

216 This Division does not apply to

(a) a reporting issuer, or

(b) a prescribed company.

Financial statements

217 (1) In this section, "first financial year" means,

(a) in the case of a company referred to in section 4 (a) or (c), the period beginning on the date on which the company was recognized and ending on the date immediately preceding the date on which the company's next financial year begins, or

(b) in the case of a company referred to in section 4 (b) or (d), the financial year that includes the date on which the company was recognized and that ends on the date immediately preceding the date on which the company's next financial year begins.

(2) Subject to subsection (3), unless relieved under section 219 from their obligation to do so, the directors of a company must, on or before each annual reference date, produce or cause to be produced and publish or cause to be published, in accordance with subsections (4) and (5) of this section,

(a) financial statements in respect of the latest completed financial year of the company, whether or not that financial year is the company's first financial year, and

(b) if the date on which the financial statements referred to in paragraph (a) are published is more than 6 months after the beginning of the company's current financial year, financial statements for the period that began at the beginning of the company's current financial year and ended on a date that is not more than 6 months before the date on which the financial statements, referred to in paragraph (a), are published.

(3) Subsection (2) does not apply to a company if the annual reference date, on or before which the financial statements are to be produced and published, occurs before the end of the company's first financial year.

(4) Subject to section 219, the directors must ensure that financial statements are produced and published under subsection (2) of this section not more than 15 months after financial statements were last produced or waived for the company under this Part.

(5) Financial statements required under this Part must be prepared as prescribed by regulation.

Approval for publication

218 (1) Financial statements referred to in section 217 must, before being published by a company,

(a) be approved by the directors, and

(b) be signed by one or more directors to confirm that the approval required by paragraph (a) of this subsection was obtained.

(2) Financial statements referred to in section 217 that are published by a company

(a) must have attached each auditor's report, if any, made in relation to those financial statements, and

(b) must not purport to be audited unless those financial statements have, in fact, been audited and an auditor's report has been made.

Waiver of financial statements

219 (1) Directors are relieved from their obligation under section 217 to produce and publish or to cause to be produced and published financial statements

(a) if all of the shareholders of the company, whether or not their shares carry the right to vote, unanimously waive, in writing, the production and publication of the financial statements, or

(b) if and to the extent that the court makes an order, on terms it considers appropriate, waiving the production and publication of some or all of the financial statements.

(2) A waiver referred to in subsection (1) may be given before or after the date on which financial statements are, under this Part, required to be produced and published and is effective for those financial statements only.

Financial statements for qualifying debentureholders

220 A company must, promptly after demand by a qualifying debentureholder of the company, furnish to that qualifying debentureholder

(a) a copy of the company's most recently published financial statements required under section 217, and

(b) a copy of each auditor's report, if any, on those financial statements.

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