Bijural Terminology Records

Common Law

personal representative

Civil Law

personal representative

Title of the Legislative Text

Canada Business Corporations Act, R.S.C., 1985, c. C-44.

Provision

31. (1) A corporation may in the capacity of a legal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.

Problem

The linguistic versions differ as to content. The concepts of "legal representative" and "mandataire" used in this provision are not equivalent, the latter being broader than the former.

When amendments were made in 2001 to the Canada Business Corporations Act, the terms "mandataire/legal representative" were replaced in several provisions by "représentant personnel/personal representative" and a definition of these terms was added to subsection 2(1) of the Act. The concept of "représentant personnel/personal representative" is more appropriate in the context of this provision.

Solution

In the English version, "legal representative" is replaced by "personal representative", a term defined in subsection 2(1) of the Act.

In the French version, "mandataire" is replaced by "représentant personnel", a term defined in subsection 2(1) of the Act.

Harmonized Provision

31. (1) A corporation may in the capacity of a personal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.

Federal Law-Civil Law Harmonization Act, No. 3, S.C. 2011, c. 21, s. 21(1).