Review Panel on Common Law Relationships
Opinion on Common-Law Relationships of Jennifer Cooper

Volume 2
Proposed Statute Changes

Proposed Changes to the
Corporations Act

Current Act: should read Proposed Act:
Definitions

1 In this Act,

"associate" when used to indicate a relationship with any person means

(d) a spouse or child of that person, or

(e)a relative of that person or of his spouse if that relative has the same residence as that person;.

  Definitions

1 In this Act,

"associate" when used to indicate a relationship with any person means

(d) a spouse, common-law partner or child of that person, or

(e)a relative of that person or of his spouse or common-law partner if that relative has the same residence as that person;.

"common-law partner" means a person who, not being married to the other person, cohabits with him or her in a conjugal relationship.

Interpretation

342.1(5) For the purposes of this Division, a natural person is affiliated with a corporation where the person

(a)is an officer or employee of the corporation or of an affiliate of the corporation;

(b)has a significant interest in a class of shares of the corporation;

(c)has a substantial investment in an affiliate of the corporation;

(d)is a significant borrower in respect of the corporation;

(e)is an officer or employee of an entity that is a significant borrower in respect of the corporation;

(f)controls one or more entities of which the total indebtedness to the corporation or to an affiliate of the corporation would cause those entities, if treated as a single entity, to be a significant borrower of the corporation.

(g)provides good or services to the corporation, or is a partner or an employee in a partnership that provides goods or services to the corporation or an officer or employee of, or a person who has a substantial investment in, a body corporate that provides goods or services to the corporation, if the total annual billings to the corporation in respect of the goods and services provided exceeds ten per cent of the total annual billings of the person, partnership or body corporate, as the case may be;

(h)has a loan that is not in good standing from the corporation or from an affiliate of the corporation or is a director, an officer or an employee of, or a person who controls, an entity that has a loan that is not in good standing from the corporation or from an affiliate of the corporation;

(i) is the spouse of a person described in any of the clauses (a) to (h).

  Interpretation

342.1(5) For the purposes of this Division, a natural person is affiliated with a corporation where the person

(a)is an officer or employee of the corporation or of an affiliate of the corporation;

(b)has a significant interest in a class of shares of the corporation;

(c)has a substantial investment in an affiliate of the corporation;

(d)is a significant borrower in respect of the corporation;

(e)is an officer or employee of an entity that is a significant borrower in respect of the corporation;

(f)controls one or more entities of which the total indebtedness to the corporation or to an affiliate of the corporation would cause those entities, if treated as a single entity, to be a significant borrower of the corporation.

(g)provides good or services to the corporation, or is a partner or an employee in a partnership that provides goods or services to the corporation or an officer or employee of, or a person who has a substantial investment in, a body corporate that provides goods or services to the corporation, if the total annual billings to the corporation in respect of the goods and services provided exceeds ten per cent of the total annual billings of the person, partnership or body corporate, as the case may be;

(h)has a loan that is not in good standing from the corporation or from an affiliate of the corporation or is a director, an officer or an employee of, or a person who controls, an entity that has a loan that is not in good standing from the corporation or from an affiliate of the corporation;

(i)is the spouse or common-law partner of a person described in any of the clauses (a) to (h).

 

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Opinion on Common-Law Relationships of
Jennifer A. Cooper, Q.C. - Volume 2

Proposed Changes to the Corporations Act
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