55 QUESTION Answer What is Canada’s legislative framework? Your non-Canadian company will evaluate a variety of internal factors in its preparations to list on TSX or TSXV, including its management structure, the composition of its board of directors and the existing provisions for shareholder protection and financial reporting. The Canadian legislative framework sets the stage for some of these issues. LEGISLATIVE FRAMEWORK – Canada has a federal system of government. It has both common law and civil law jurisdictions. The activities of companies are regulated by a variety of governments and agencies, including the federal government and the provincial and territorial governments. Securities laws which govern listing requirements, however, are provincial (or territorial, as applicable). Each of Canada’s ten provinces and three territories has its own securities commission or similar regulatory authority and its own local securities legislation. Although the provincial and territorial securities regulatory authorities have, to a considerable extent, standardized their codes and procedures, there may be important differences between some jurisdictions. Foreign companies are advised to consult with legal counsel and other advisors to determine the requirements imposed by the applicable Canadian jurisdiction. Although Canada has two official languages, English and French, only companies incorporated or reporting issuers in the province of Quebec are required to translate routine documents into both languages. SHAREHOLDER PROTECTION – If your company is incorporated in a jurisdiction outside of Canada, the Exchanges will consider the acceptability of the shareholder protection built into your corporate articles or by-laws as well as the relevant laws in your home jurisdiction. Some jurisdictions are established as having substantially similar shareholder protection and rights laws, and companies established in these jurisdictions are exempt from this review. These jurisdictions include Australia, UK and some U.S. states (including Delaware). If a review of your articles and your home jurisdiction’s laws reveals shareholder protection provisions that are significantly weaker than those which apply to Canadian companies, the Exchange may require either an amendment to your articles as a condition of listing, or decline to list your company. RE-DOMICILING – Neither TSX nor TSXV requires a foreign corporation pursuing a listing to incorporate in Canada or register as an extra-provincial company with the federal or a provincial Registrar of Companies. However, a foreign corporation which “carries on business” in Canada may need to register as an “extra-provincial company”. The various provincial securities commissions may require foreign companies to appoint an agent for the service of legal process in the province.
RkJQdWJsaXNoZXIy MjgzMzQ=