Canada Not-for-profit Corporations Act (S.C. 2009, c. 23)

Act current to 2014-10-15 and last amended on 2013-12-12. Previous Versions

Canada Not-for-profit Corporations Act

S.C. 2009, c. 23

Assented to 2009-06-23

An Act respecting not-for-profit corporations and certain other corporations

Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

SHORT TITLE

Marginal note:Short title

 This Act may be cited as the Canada Not-for-profit Corporations Act.

PART 1INTERPRETATION AND APPLICATION

Interpretation

Marginal note:Definitions
  •  (1) The following definitions apply in this Act.

    “activities”

    « activité »

    “activities” includes any conduct of a corporation to further its purpose and any business carried on by a body corporate, but does not include the affairs of a body corporate.

    “affairs”

    « affaires internes »

    “affairs” means the relationships among a corporation, its affiliates and the directors, officers, shareholders or members of those bodies corporate.

    “articles”

    « statuts »

    “articles” means original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement, dissolution or revival.

    “body corporate”

    « personne morale »

    “body corporate” includes a company or other organization with legal personality wherever or however incorporated.

    “corporation”

    « organisation »

    “corporation” means a body corporate incorporated or continued under this Act and not discontinued under this Act.

    “court”

    « tribunal »

    “court” means

    • (a) in Newfoundland and Labrador and Prince Edward Island, the trial division of the Supreme Court of the province;

    • (b) in Ontario, the Superior Court of Justice;

    • (c) in Nova Scotia and British Columbia, the Supreme Court of the province;

    • (d) in Manitoba, Saskatchewan, Alberta and New Brunswick, the Court of Queen’s Bench for the province;

    • (e) in Quebec, the Superior Court of the province; and

    • (f) in Yukon and the Northwest Territories, the Supreme Court of the territory, and in Nunavut, the Nunavut Court of Justice.

    “creditor”

    « créancier »

    “creditor” includes a debt obligation holder.

    “debt obligation”

    « titre de créance »

    “debt obligation” means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured.

    “Director”

    « directeur »

    “Director” means an individual appointed under section 281.

    “director”

    « administrateur »

    “director” means an individual occupying the position of director by whatever name called.

    “entity”

    « entité »

    “entity” means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization.

    “incorporator”

    « fondateur »

    “incorporator” means a person who signs articles of incorporation.

    “issuer”

    « émetteur »

    “issuer” means a corporation that is required by this Act to maintain a debt obligations register.

    “officer”

    « dirigeant »

    “officer” means an individual appointed as an officer under section 142, the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager or a managing director of a corporation, or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any of those offices.

    “ordinary resolution”

    « ordinaire »

    “ordinary resolution” means a resolution passed by a majority of the votes cast on that resolution.

    “person”

    « personne »

    “person” means an individual or entity.

    “personal representative”

    « représentant personnel »

    “personal representative” means a person who stands in place of and represents another person, including a trustee, an executor, an administrator, a receiver, an agent, a mandatary, a liquidator of a succession, a guardian, a tutor, a curator or a legal counsel.

    “prescribed”

    Version anglaise seulement

    “prescribed” means prescribed by the regulations.

    “public accountant”

    « expert-comptable »

    “public accountant”, in respect of a corporation, means the public accountant appointed for the corporation under paragraph 127(1)(e) or subsection 181(1) or 186(1) or who fills a vacancy under subsection 184(2) or 185(1).

    “send”

    « envoyer »

    “send” includes deliver.

    “series”

    « série »

    “series” means a division of a class of debt obligations.

    “soliciting corporation”

    « organisation ayant recours à la sollicitation »

    “soliciting corporation” means a corporation that is referred to in subsection (5.1).

    “special resolution”

    « extraordinaire »

    “special resolution” means a resolution passed by a majority of not less than two thirds of the votes cast on that resolution.

    “unanimous member agreement”

    « convention unanime des membres »

    “unanimous member agreement” means an agreement described in subsection 170(1) or a declaration of a member described in subsection 170(2).

  • Marginal note:Affiliated bodies corporate

    (2) For the purposes of this Act,

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

    • (b) if two bodies corporate are affiliates of the same body corporate at the same time, they are deemed to be affiliates of each other.

  • Marginal note:Control

    (3) For the purposes of this Act, a body corporate is controlled by a person or by two or more bodies corporate if

    • (a) shares or memberships of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of that person or by or for the benefit of those bodies corporate; and

    • (b) the votes attached to those shares or memberships are sufficient, if exercised, to elect a majority of the directors of the body corporate.

  • Marginal note:Holding body corporate

    (4) A body corporate is the holding body corporate of another if that other body corporate is its subsidiary.

  • Marginal note:Subsidiary body corporate

    (5) A body corporate is a subsidiary of another body corporate if

    • (a) it is controlled by

      • (i) that other body corporate,

      • (ii) that other body corporate and one or more bodies corporate each of which is controlled by that other body corporate, or

      • (iii) two or more bodies corporate each of which is controlled by that other body corporate; or

    • (b) it is a subsidiary of a body corporate that is itself a subsidiary of that other body corporate.

  • Marginal note:Soliciting corporation

    (5.1) A corporation becomes a soliciting corporation for a prescribed duration from the prescribed date, if it received, during the prescribed period, income in excess of the prescribed amount in the form of

    • (a) donations or gifts or, in Quebec, gifts or legacies of money or other property requested from any person who is not

      • (i) a member, director, officer or employee of the corporation at the time of the request,

      • (ii) the spouse of a person referred to in subparagraph (i) or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year, or

      • (iii) a child, parent, brother, sister, grandparent, uncle, aunt, nephew or niece of a person referred to in subparagraph (i) or of the spouse or individual referred to in subparagraph (ii);

    • (b) grants or similar financial assistance received from the federal government or a provincial or municipal government, or an agency of such a government; or

    • (c) donations or gifts or, in Quebec, gifts or legacies of money or other property from a corporation or other entity that has, during the prescribed period, received income in excess of the prescribed amount in the form of donations, gifts or legacies referred to in paragraph (a) or grants or similar financial assistance referred to in paragraph (b).

  • Marginal note:Application to be deemed non-soliciting

    (6) On the application of a corporation, the Director may decide that the corporation is, for the purposes of this Act, to be considered as not being — or not having been — a soliciting corporation if the Director is satisfied that the determination would not be prejudicial to the public interest.