83. (1) In this Part,

“agent corporation” means a Crown corporation that is expressly declared by or pursuant to any other Act of Parliament to be an agent of the Crown;

“appoint” includes elect and designate;

“appropriate Minister” means,

(a) in relation to a parent Crown corporation,

(i) the Minister specified by or pursuant to any other Act of Parliament as the Minister in respect of that corporation, or

(ii) if no Minister is specified as described in subparagraph (i), such member of the Queen’s Privy Council for Canada as is designated by order of the Governor in Council as the appropriate Minister for the corporation, and

(b) in relation to a wholly-owned subsidiary, the appropriate Minister, as defined in paragraph (a), for the parent Crown corporation that wholly owns the subsidiary;

“articles” means

(a) original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution and articles of revival, and includes any amendments thereto, and

(b) letters patent, memorandum of association and any constating documents or other documents of a like nature to those referred to in paragraph (a), and includes any amendments thereto;

“auditor” includes a partnership of auditors;

“board of directors” means a board of directors, by whatever name called, of a corporation and includes a group of persons, other than a minister of the Crown, that constitutes a corporation;

“by-law” means a by-law, by whatever name called, of a corporation and includes an amendment or a repeal of a by-law;

“chairperson” means a person occupying the position of chairperson, by whatever name called, of the board of directors of a corporation;

“charter” means

(a) in relation to a corporation established by an Act of Parliament, the Act, and

(b) in relation to a corporation established by articles, the articles;

“corporation” includes a company or other body corporate wherever or however incorporated;

“Crown” means Her Majesty in right of Canada;

“Crown corporation” means a parent Crown corporation or a wholly-owned subsidiary;

“directive”[Repealed, 1991, c. 24, s. 21]

“director” means a person occupying the position of director, by whatever name called, of a corporation and includes any person, other than a minister of the Crown, in a group of persons that constitutes a corporation;

“major business or activity”, in relation to a parent Crown corporation or a wholly-owned subsidiary, means a class of business or activity of the corporation or subsidiary established pursuant to subsection (10) or, if no classes are so established, all the business or activity of the corporation or subsidiary;

“parent Crown corporation” means a corporation that is wholly owned directly by the Crown, but does not include a departmental corporation;

“regulations” means the regulations made under this Part;

“share” includes a membership interest or ownership interest in a corporation;

“wholly-owned subsidiary” means a corporation that is wholly owned by one or more parent Crown corporations directly or indirectly through any number of subsidiaries each of which is wholly owned directly or indirectly by one or more parent Crown corporations.

(2) For the purposes of this Part, a corporation is wholly owned directly by the Crown if

(a) all of the issued and outstanding shares of the corporation, other than shares necessary to qualify persons as directors, are held, otherwise than by way of security only, by, on behalf of or in trust for the Crown; or

(b) all the directors of the corporation, other than ex officio directors, are appointed by the Governor in Council or by a minister of the Crown with the approval of the Governor in Council.

(3) For the purposes of subsection (2), shares held by a corporation that is an agent of the Crown

(a) are deemed not to be held by or on behalf of the Crown; and

(b) are not by reason of that fact alone shares held in trust for the Crown.

(4) For the purposes of this Part, a corporation is wholly owned by one or more other corporations if

(a) all of the issued and outstanding shares of the corporation, other than shares necessary to qualify persons as directors, are held, otherwise than by way of security only, by, on behalf of or in trust for the one or more other corporations;

(b) all the directors of the corporation are appointed by the board or boards of directors of the one or more other corporations; or

(c) all the directors of the one or more other corporations are, by virtue of their being directors of the one or more other corporations, directors of the corporation.

(5) For the purposes of this Part,

(a) one corporation is an affiliate of another corporation if one of them is the subsidiary of the other or both are subsidiaries of the same corporation or each of them is controlled by the same person; and

(b) if two corporations are affiliates of the same corporation at the same time, they are deemed to be affiliates of each other.

(6) For the purposes of this Part, a corporation is a subsidiary of another corporation if it is controlled by that other corporation.

(7) For the purposes of this Part, a corporation with share capital is controlled by a person if

(a) shares of the corporation to which are attached more than fifty per cent of the votes that may be cast to elect directors of the corporation are held, otherwise than by way of security only, by, on behalf of or in trust for that person; and

(b) the votes attached to those shares are sufficient, if exercised, to elect a majority of the directors of the corporation.

(8) For the purposes of this Part, a corporation without share capital is controlled by a person if that person is able to appoint the majority of the directors of the corporation, whether or not he does so.

(9) For the purposes of this Part, a person is deemed to be appointed by another person or group of persons if that person is appointed on the direction of that other person or group, whether or not he is actually appointed by that other person or group.

(10) Where, in the opinion of the Governor in Council, a parent Crown corporation or a wholly-owned subsidiary of a parent Crown corporation carries on, or a parent Crown corporation and any wholly-owned subsidiary of the corporation carry on, more than one business or activity, the parent Crown corporation shall, with the approval of the Governor in Council, classify the businesses or activities for the purposes of this Part.

R.S., 1985, c. F-11, s. 83; R.S., 1985, c. 1 (4th Supp.), s. 26; 1991, c. 24, s. 21; 2005, c. 30, s. 133(E).

84. For greater certainty, this Part is binding on the Crown.

1984, c. 31, s. 11.

85. (1) Divisions I to IV do not apply to the Bank of Canada or the Canada Pension Plan Investment Board.

(1.1) Divisions I to IV, except for sections 131 to 148, do not apply to the Canada Council for the Arts, the Canadian Broadcasting Corporation, the International Development Research Centre or the National Arts Centre Corporation.

(1.2) Divisions I to IV, except for sections 131 to 148 and subject to subsection 21(2) of the Telefilm Canada Act, do not apply to Telefilm Canada.

(2) Divisions I to V do not apply to any Crown corporation incorporated or acquired, with the written authorization of the appropriate Minister,

(a) by or on behalf of the Royal Canadian Mounted Police for the purpose of performing its functions under the laws of Canada; or

(b) by or on behalf of any service established by an Act of Parliament to collect information and intelligence respecting the security of Canada.

(3) Divisions I to IV do not apply to

(a) a federal member institution, within the meaning assigned to that expression by section 2 of the Canada Deposit Insurance Corporation Act, the shares of which have been vested in the Canada Deposit Insurance Corporation by order of the Governor in Council under section 39.13 of that Act; or

(b) to the Canada Deposit Insurance Corporation, as a parent Crown corporation in respect of a wholly-owned subsidiary that is a federal member institution described in paragraph (a).

R.S., 1985, c. F-11, s. 85; R.S., 1985, c. 46 (1st Supp.), s. 7; 1992, c. 26, s. 18; 1993, c. 1, s. 9, c. 44, s. 156; 1997, c. 40, s. 108; 1998, c. 17, s. 31; 2001, c. 11, s. 6, c. 34, s. 16; 2002, c. 17, s. 14; 2005, c. 14, s. 8, c. 30, ss. 35, 51.

86. (1) Each parent Crown corporation shall take such steps in relation to the articles, by-laws and management of each wholly-owned subsidiary of the corporation, if any, as are necessary to ensure that the businesses, activities and other affairs of the subsidiary are carried on in accordance with this Part and the regulations.

(2) The Governor in Council may declare any provision of this Part that applies only to parent Crown corporations to apply to a wholly-owned subsidiary, and the provision applies, with such modifications as the circumstances require, to that wholly-owned subsidiary as if it were a parent Crown corporation.

R.S., 1985, c. F-11, s. 86; 1991, c. 24, s. 22.

87. Except as otherwise expressly provided, in the event of any inconsistency between the provisions of this Part and the provisions of any other Act of Parliament, the provisions of this Part prevail.

1984, c. 31, s. 11.

88. Each Crown corporation is ultimately accountable, through the appropriate Minister, to Parliament for the conduct of its affairs.

1984, c. 31, s. 11.

89. (1) The Governor in Council may, on the recommendation of the appropriate Minister, give a directive to any parent Crown corporation, if the Governor in Council is of the opinion that it is in the public interest to do so.

(2) Before a directive is given to a parent Crown corporation, the appropriate Minister shall consult the board of directors of the corporation with respect to the content and effect of the directive.

(3) [Repealed, 1991, c. 24, s. 23]

(4) The appropriate Minister shall cause a copy of any directive given to a parent Crown corporation to be laid before each House of Parliament on any of the first fifteen days on which that House is sitting after the directive is given.

(5) [Repealed, 1991, c. 24, s. 23]

(6) Forthwith after implementing a directive and completing any actions required to be taken in connection therewith, a parent Crown corporation shall notify the appropriate Minister that the directive has been implemented.

(7) No directive shall be given to the Standards Council of Canada with respect to

(a) the manner in which voluntary standardization is promoted; or

(b) the provision of financial assistance to or for the benefit of a particular person or group of persons.

R.S., 1985, c. F-11, s. 89; 1991, c. 24, s. 23.

89.1 (1) The directors of a parent Crown corporation to which a directive is given shall ensure that the directive is implemented in a prompt and efficient manner and, if in so doing they act in accordance with section 115, they are not accountable for any consequences arising from the implementation of the directive.

(2) Compliance by a parent Crown corporation with a directive is deemed to be in the best interests of the corporation.

(3) In this section, “directive” means

(a) a directive given pursuant to subsection 89(1), 94(2) or 114(3);

(b) a direction given under subsection 5(2) of the Canada Mortgage and Housing Corporation Act, subsection 9(2) of the Canadian Commercial Corporation Act, subsection 11(1) of the Canadian Dairy Commission Act or subsection 34(3) of the Enterprise Cape Breton Corporation Act; or

(c) a directive given under subsection 22(1) of the Canada Post Corporation Act.

1991, c. 24, s. 24; 1998, c. 10, s. 173.

89.2 (1) Notwithstanding subsection 85(1), the Governor in Council may give a directive pursuant to subsection 89(1) to any parent Crown corporation for the purpose of implementing any provision of the WTO Agreement that pertains to that Crown corporation.

(2) The Governor in Council may, on the recommendation of the Treasury Board and the appropriate Minister made at the request of a Crown corporation, make such regulations in relation to that corporation as the Governor in Council considers necessary for the purpose of implementing any provision of the WTO Agreement that pertains to that corporation.

(3) In subsections (1) and (2), “WTO Agreement” has the meaning given to the word “Agreement” by subsection 2(1) of the World Trade Organization Agreement Implementation Act.

1994, c. 47, s. 116.

89.3 Notwithstanding subsection 85(1), the Governor in Council may give a directive pursuant to subsection 89(1) to any parent Crown corporation for the purpose of implementing any provision of the Agreement as that term is defined in section 2 of the Agreement on Internal Trade Implementation Act that pertains to that Crown corporation.

1996, c. 17, s. 16.

89.4 (1) Notwithstanding subsection 85(1), the Governor in Council may give a directive under subsection 89(1) to any parent Crown corporation for the purpose of implementing any provision of the Canada-Chile Free Trade Agreement that pertains to that Crown corporation.

(2) The Governor in Council may, on the recommendation of the Treasury Board and the appropriate Minister made at the request of a Crown corporation, make such regulations in relation to that corporation as the Governor in Council considers necessary for the purpose of implementing any provision of the Canada-Chile Free Trade Agreement that pertains to that corporation.

(3) In subsections (1) and (2), “Canada-Chile Free Trade Agreement” has the meaning given to the word “Agreement” by subsection 2(1) of the Canada-Chile Free Trade Agreement Implementation Act.

1997, c. 14, s. 79.

89.5 (1) Notwithstanding subsection 85(1), the Governor in Council may give a directive under subsection 89(1) to any parent Crown corporation for the purpose of implementing any provision of the Canada — Costa Rica Free Trade Agreement that pertains to that Crown corporation.

(2) The Governor in Council may, on the recommendation of the Treasury Board and the appropriate Minister made at the request of a Crown corporation, make such regulations in relation to that corporation as the Governor in Council considers necessary for the purpose of implementing any provision of the Canada — Costa Rica Free Trade Agreement that pertains to that corporation.

(3) In subsections (1) and (2), “Canada — Costa Rica Free Trade Agreement” has the meaning given to the word “Agreement” by subsection 2(1) of the Canada — Costa Rica Free Trade Agreement Implementation Act.

2001, c. 28, s. 51.

90. (1) No person shall, unless authorized by an Act of Parliament,

(a) procure the incorporation of a corporation any shares of which, on incorporation, would be held by, on behalf of or in trust for the Crown;

(b) acquire shares of a corporation that, on acquisition, would be held by, on behalf of or in trust for the Crown;

(c) apply for articles that would add to or otherwise make a material change in the objects or purposes for which a parent Crown corporation is incorporated, or the restrictions on the businesses or activities that a parent Crown corporation may carry on, as set out in its articles;

(d) sell or otherwise dispose of any shares of a parent Crown corporation; or

(e) procure the dissolution or amalgamation of a parent Crown corporation.

(2) No parent Crown corporation shall, unless authorized by an Act of Parliament, sell or otherwise dispose of all or substantially all of the assets of the corporation.

(3) Subject to subsection (2), no corporation, or corporations, in a related group shall, unless authorized by an Act of Parliament, sell or otherwise dispose of any of the assets of the corporation or corporations, if the assets to be sold or otherwise disposed of constitute all or substantially all of the total assets of the group.

(4) For the purposes of paragraphs (1)(a) and (b), shares held by a corporation that is an agent of the Crown

(a) are deemed not to be held by or on behalf of the Crown; and

(b) are not by reason of that fact alone shares held in trust for the Crown.

(5) For the purposes of this section and sections 91 to 94,

(a) a reference to an acquisition or a sale or other disposal includes an acquisition or a sale or other disposal

(i) that is between agent corporations or between the Crown and an agent corporation, or

(ii) that occurs as a result of more than one related transaction or event;

(b) a reference to the assets of a corporation or corporations includes shares of another corporation held by, on behalf of or in trust for the corporation or corporations;

(c) “person” includes an agent of the Crown;

(d) “related group” means a group of corporations consisting of a parent Crown corporation and all of its wholly-owned subsidiaries; and

(e) “shares” includes any conversion or exchange privilege, option or right to acquire shares.

R.S., 1985, c. F-11, s. 90; 1991, c. 24, s. 50(F).

91. (1) Subject to section 90, no parent Crown corporation or wholly-owned subsidiary of a parent Crown corporation shall, unless authorized by the Governor in Council,

(a) procure the incorporation of a corporation any shares of which, on incorporation, would be held by, on behalf of or in trust for the corporation or subsidiary;

(b) acquire shares of a corporation that, on acquisition, would be held by, on behalf of or in trust for the corporation or subsidiary;

(c) acquire all or substantially all of the assets of another corporation;

(d) sell or otherwise dispose of any shares of a wholly-owned subsidiary of the corporation; or

(e) procure the dissolution or amalgamation of a wholly-owned subsidiary of the corporation.

(2) Subject to section 90 and subsection (3), no corporation, or corporations, in a related group shall, unless authorized by the Governor in Council, sell or otherwise dispose of any of the assets of the corporation or corporations used in any major business or activity of the corporation or corporations, if the assets to be sold or otherwise disposed of constitute all or substantially all of the total assets of the group used in that major business or activity.

(3) Subject to section 90, no wholly-owned subsidiary shall, unless authorized by the Governor in Council,

(a) sell or otherwise dispose of any shares of the subsidiary; or

(b) sell or otherwise dispose of all or substantially all of the assets of the subsidiary.

(4) Subject to section 90, no person shall, unless authorized by the Governor in Council, apply for articles in respect of a parent Crown corporation.

(5) Where a parent Crown corporation sets out the details of a proposed transaction in a corporate plan submitted pursuant to section 122, the Governor in Council, in addition to approving the plan under that section, may authorize a person to undertake the transaction for the purposes of this section.

(6) No person shall be authorized under this section to undertake a transaction unless the Governor in Council is satisfied that the person is otherwise empowered to undertake the transaction.

(7) The Governor in Council may, in any authorization under this section, specify such terms and conditions as the Governor in Council deems appropriate and may make the authorization either one of general application or in respect of any specified transaction or transactions.

R.S., 1985, c. F-11, s. 91; 1991, c. 24, ss. 25, 50(F).

92. (1) Sections 90 and 91 do not apply in respect of

(a) the acquisition of shares or assets by way of security only, or the sale or other disposal of shares or assets held by way of security only;

(b) the acquisition or the sale or other disposal of shares or assets in the ordinary course of a business of providing financial assistance;

(c) the acquisition or the sale or other disposal of shares or assets, if the acquisition, sale or disposal involves only

(i) a parent Crown corporation and one or more wholly-owned subsidiaries of the corporation, or

(ii) two or more wholly-owned subsidiaries

and is made as part of a bona fide reorganization of the parent Crown corporation or wholly-owned subsidiaries;

(d) the acquisition of shares by way of the exercise of any conversion or exchange privilege, option or right to acquire shares, if that privilege, option or right was acquired in accordance with section 90 or 91, as the case may be;

(e) the acquisition of shares of a parent Crown corporation by the corporation; or

(f) the acquisition of shares of a wholly-owned subsidiary by the subsidiary, the parent Crown corporation that wholly owns the subsidiary or any other wholly-owned subsidiary of that parent Crown corporation.

(1.1) Paragraphs 90(1)(b) and 91(1)(b) do not apply in respect of the nomination or appointment of a person to the board of directors or membership of a corporation, except where

(a) a majority of the directors or members are nominated or appointed by or on behalf of the Crown or by directors or members who were nominated or appointed by or on behalf of the Crown; or

(b) the Crown would otherwise obtain control of the corporation.

(2) The Governor in Council may make regulations exempting a specified parent Crown corporation or wholly-owned subsidiary or a parent Crown corporation or wholly-owned subsidiary of a specified class from the application of section 91, either generally or in respect of any transaction of a specified class.

R.S., 1985, c. F-11, s. 92; 1991, c. 24, s. 26.

93. (1) Where a person undertakes a transaction referred to in section 90 or 91, that person shall notify the prescribed person in accordance with the regulations.

(2) For the purposes of subsection (1), the Governor in Council may make regulations prescribing the person to be notified and the time within which and manner in which that person is to be notified.

1984, c. 31, s. 11.

94. (1) Notwithstanding section 90, where a parent Crown corporation is not named in Schedule III within a period of sixty days after its incorporation or acquisition, the directors and shareholders of the corporation shall forthwith after the expiration of that period take all steps necessary to dissolve the corporation.

(2) Notwithstanding section 91, the Governor in Council may direct that

(a) any wholly-owned subsidiary incorporated contrary to section 91 be dissolved or otherwise disposed of,

(b) any shares of a corporation acquired contrary to section 91 be sold or otherwise disposed of,

(c) any change effected by articles contrary to section 91 be reversed, or

(d) any assets acquired contrary to section 91 be sold or otherwise disposed of,

and the directors and shareholders of the corporation in respect of which the direction is given shall forthwith take all steps necessary to comply with the direction.

R.S., 1985, c. F-11, s. 94; 1991, c. 24, s. 27.

95. (1) No parent Crown corporation or wholly-owned subsidiary of a parent Crown corporation shall carry on any business or activity that is not consistent with the objects or purposes for which the parent Crown corporation is incorporated, or the restrictions on the businesses or activities that it may carry on, as set out in its charter.

(2) Subsection (1) shall not be construed as prohibiting or restricting a parent Crown corporation or wholly-owned subsidiary from continuing to carry on any business or activity that it carried on immediately before September 1, 1984.

1984, c. 31, s. 11.

96. An agent corporation may exercise its powers only as an agent of the Crown.

1984, c. 31, s. 11.

97. An agent corporation may enter into contracts in the name of the Crown or in the name of the corporation.

1984, c. 31, s. 11.

98. Actions, suits or other legal proceedings in respect of any right or obligation acquired or incurred by an agent corporation, whether in the name of the Crown or in the name of the corporation, may be brought or taken by or against the corporation in the name of the corporation in any court that would have jurisdiction if the corporation were not an agent of the Crown.

1984, c. 31, s. 11.

99. (1) Where the title to property is held in the name of an agent corporation, that property is the property of the Crown.

(2) Subject to this section and sections 90, 91 and 130, an agent corporation may sell or otherwise dispose of any property held by the corporation and may retain and use the proceeds of disposition thereof, but only

(a) in accordance with the regulations; or

(b) on the authorization of the Governor in Council.

(3) Subsection (2) does not apply in respect of any sale or other disposal of real or personal property by an agent corporation established by an Act of Parliament, if

(a) the corporation is specifically empowered by that Act or any other Act of Parliament to sell or otherwise dispose of real or personal property, as the case may be; or

(b) the corporation is specifically empowered by that Act or any other Act of Parliament to sell or otherwise dispose of real or personal property, as the case may be, for consideration not exceeding a specified amount and the sale or other disposal of the real or personal property is for consideration equal to or less than the specified amount.

(4) For the purposes of subsection (2), the Governor in Council may make regulations

(a) prescribing the terms and conditions on which an agent corporation may sell or otherwise dispose of property;

(b) prescribing the circumstances in which an agent corporation may retain and use all or any part of the proceeds of any disposition of property; and

(c) exempting a specified agent corporation or an agent corporation of a specified class from the application of paragraphs (2)(a) and (b), either generally or in respect of any specified property or any property of a specified class.

(5) The Governor in Council may, in any authorizing order under subsection (2), specify such terms and conditions as he deems appropriate, including terms and conditions respecting the retention and use of all or any part of the proceeds of the disposition by the agent corporation.

(6) Section 61 of this Act, the Surplus Crown Assets Act, and the Federal Real Property and Federal Immovables Act, except paragraphs 16(1)(g) and (h) and (2)(g) and subsection 18(6), do not apply to an agent corporation.

R.S., 1985, c. F-11, s. 99; 1991, c. 24, s. 28, c. 50, s. 28; 2001, c. 4, s. 161.

100. No agent corporation, for the purposes of securing payment of a debt or performance of an obligation, shall charge, mortgage, hypothecate, cede and transfer, pledge or otherwise create an interest in or charge on any real or personal property held by the corporation.

1984, c. 31, s. 11.

101. No agent corporation shall borrow money otherwise than from the Crown, unless the corporation is both

(a) empowered by an Act of Parliament to so borrow money; and

(b) specifically authorized by any Act of Parliament, including an appropriation Act, to so borrow money.

1984, c. 31, s. 11.

102. (1) A Crown corporation may not assert against a person dealing with the corporation or with any person who has acquired rights from the corporation that

(a) this Part or the regulations, the charter or by-laws of the corporation or any directive given to the corporation have not been complied with,

(b) a person held out by the corporation as a director, officer or agent of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business or activity of the corporation or usual for such a director, officer or agent, or

(c) a document issued by any director, officer or agent of the corporation having apparent authority to issue the document is not valid or genuine by reason only that the director, officer or agent lacked actual authority to issue the document,

except where the person has knowledge that the facts asserted are true.

(2) A certificate stating that

(a) any particular transaction has been authorized by the Governor in Council pursuant to section 91 or 99, has or has not been directed by the Governor in Council pursuant to section 94 or has been approved by the Minister of Finance pursuant to subsection 127(3),

(b) any particular transaction is consistent with a corporate plan or any amendment thereto approved pursuant to section 122, or

(c) any particular capital expenditure or commitment to make a capital expenditure is included in a capital budget, an item in a capital budget or an amendment to a capital budget that has been approved pursuant to section 124

and that is signed by the chairperson or chief executive officer of a Crown corporation is sufficient confirmation of the statement to any person, except where the person has knowledge to the contrary.

(3) The absence of any authorization, direction or approval referred to in subsection (2) does not affect any right or remedy otherwise available to any person, except where the person knows of such absence.

(4) No action of a Crown corporation, including a transfer of property, is invalid by reason only that the corporation was without the capacity or power to so act.

(5) No person dealing with a Crown corporation or with any person who has acquired rights from a Crown corporation shall be deemed to have notice or knowledge of the contents of a document, other than an Act of Parliament or any instrument required to be published in the Canada Gazette pursuant to the Statutory Instruments Act, concerning the corporation by reason only that the document has been made public.

R.S., 1985, c. F-11, s. 102; 2005, c. 30, s. 133(E).

103. Section 268 of the Canada Business Corporations Act does not apply to a parent Crown corporation.

R.S., 1985, c. F-11, s. 103; 1994, c. 24, s. 34(F).

104. The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to a parent Crown corporation.

1984, c. 31, s. 11.