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

Marginal note:Vertical short-form amalgamation

• 207. (1) A holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 205 and 206 if

  • (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation;

  • (b) all memberships in each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations; and

  • (c) the resolutions provide that

    • (i) the memberships in each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect of those memberships, and

    • (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation.

• Marginal note:Horizontal short-form amalgamation

  (2) Two or more wholly-owned subsidiary corporations of the same holding body corporate may amalgamate and continue as one corporation without complying with sections 205 and 206 if

  • (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and

  • (b) the resolutions provide that

    • (i) the memberships in all but one of the amalgamating subsidiary corporations shall be cancelled without any repayment of capital in respect of those memberships, and

    • (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating subsidiary corporation whose memberships are not cancelled.

Marginal note:Sending of articles

• 208. (1) Subject to subsection 206(6), after an amalgamation has been adopted under section 206 or approved under section 207, articles of amalgamation in the form that the Director fixes shall be sent to the Director together with the documents required by sections 20 and 128.

• Marginal note:Attached declarations

  (2) The articles of amalgamation shall have attached to them a statutory declaration of a director or an officer of each amalgamating corporation that establishes to the satisfaction of the Director that

  • (a) there are reasonable grounds for believing that

    • (i) each amalgamating corporation is, and the amalgamated corporation will be, able to pay its liabilities as they become due, and

    • (ii) the realizable value of the amalgamated corporation’s assets will not be less than the aggregate of its liabilities; and

  • (b) there are reasonable grounds for believing that

    • (i) no creditor will be prejudiced by the amalgamation, or

    • (ii) adequate notice has been given to all known creditors of the amalgamating corporations and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.

• Marginal note:Adequate notice

  (3) For the purposes of subsection (2), adequate notice is given if

  • (a) a notice in writing is sent to each known creditor having a claim against the corporation that exceeds the prescribed amount;

  • (b) a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice is given in each province where the corporation carries on activities; and

  • (c) each notice states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act and that a creditor of the corporation may object to the amalgamation within the prescribed period.

• Marginal note:Certificate of amalgamation

  (4) On receipt of articles of amalgamation, the Director shall issue a certificate of amalgamation in accordance with section 276.

Marginal note:Rights preserved

209. On the date shown in a certificate of amalgamation, the amalgamation of the amalgamating corporations and their continuance as one corporation become effective and from that date

• (a) the property of each amalgamating corporation continues to be the property of the amalgamated corporation;

• (a.1) for the purposes of determining whether the amalgamated corporation is a soliciting corporation or whether paragraph 235(1)(c) applies to the amalgamated corporation, the income received prior to that date by any of the amalgamating corporations is deemed to have been received by the amalgamated corporation;

• (b) the amalgamated corporation continues to be liable for the obligations of each amalgamating corporation;

• (c) an existing cause of action, claim or liability to prosecution is unaffected;

• (d) a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may be continued by or against the amalgamated corporation;

• (e) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against the amalgamated corporation; and

• (f) the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated corporation and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated corporation.

Marginal note:Amalgamation under other federal Acts

• 210. (1) Subject to subsection (2), a corporation may not amalgamate with one or more bodies corporate under the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act unless the corporation is first authorized to do so by the members in accordance with section 206.

• Marginal note:Short-form amalgamations

  (2) A corporation may not amalgamate with one or more bodies corporate under the provisions of one of the Acts referred to in subsection (1) respecting short-form amalgamations unless the corporation is first authorized to do so by the directors in accordance with section 207.

• Marginal note:Discontinuance

  (3) On receipt of a notice that a corporation has amalgamated under one of the Acts referred to in subsection (1), the Director shall issue a certificate of discontinuance in accordance with section 276 if the Director is of the opinion that the corporation has been amalgamated in accordance with this section.

• Marginal note:Notice deemed to be articles

  (4) For the purposes of section 276, a notice referred to in subsection (3) is deemed to be articles that are in the form that the Director fixes.

• Marginal note:Act ceases to apply

  (5) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance.

• Marginal note:Non-application

  (6) For greater certainty, section 208 does not apply to a corporation that amalgamates under one of the Acts referred to in subsection (1).

Marginal note:Continuance — import

• 211. (1) A body corporate incorporated or continued otherwise than by or under an Act of Parliament may apply to the Director for a certificate of continuance if so authorized by the laws of its jurisdiction and if the body corporate satisfies, or by its articles of continuance would satisfy, the requirements for incorporation under this Act.

• Marginal note:Amendments in articles of continuance

  (2) A body corporate that applies for a certificate under subsection (1) may, without so stating in its articles of continuance, effect by those articles any amendment to its act of incorporation, articles, letters patent or memorandum or articles of association that a corporation incorporated under this Act may make to its articles.

• Marginal note:Share capital

  (3) If the body corporate is a body corporate with share capital, it shall establish the terms and conditions on which it is converted to a body corporate without share capital.

• Marginal note:Articles of continuance

  (4) If a body corporate wishes to apply for a certificate under subsection (1), articles of continuance in the form that the Director fixes shall be sent to the Director together with the documents required by sections 20 and 128.

• Marginal note:Certificate of continuance

  (5) On receipt of articles of continuance, the Director shall issue a certificate of continuance in accordance with section 276.

• Marginal note:Effect of certificate

  (6) From the date shown in the certificate of continuance

  • (a) the body corporate becomes a corporation to which this Act applies as if it had been incorporated under this Act;

  • (b) the articles of continuance are deemed to be the articles of incorporation of the continued corporation;

  • (c) the certificate of continuance is deemed to be the certificate of incorporation of the continued corporation; and

  • (d) any shareholders or members cease to be shareholders or members of the body corporate and become members of the continued corporation.

• Marginal note:Copy of certificate

  (7) The Director shall immediately send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuance under this Act was authorized.

• Marginal note:Rights preserved

  (8) From the date of continuance of a body corporate as a corporation under this Act,

  • (a) the property of the body corporate continues to be the property of the corporation;

  • (b) the corporation continues to be liable for the obligations of the body corporate;

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

  • (d) any civil, criminal or administrative action or proceeding pending by or against the body corporate may be continued by or against the corporation; and

  • (e) any conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation.

• Marginal note:Deemed compliance

  (9) A membership in a body corporate issued before the body corporate was continued under this Act is deemed to have been issued in compliance with this Act and the articles of continuance.

Definition of “charter”

• 212. (1) In this section, “charter” includes

  • (a) the text of an Act of incorporation and of any amendments to that Act;

  • (b) any letters patent, supplementary letters patent, certificate of incorporation and certificate of amendment; and

  • (c) in the case of a body corporate incorporated under the Pension Fund Societies Act, the text of that Act and the by-laws of the body corporate.

• Marginal note:Amendment of charter

  (2) In connection with a continuance under this Act, the shareholders or members of a body corporate incorporated or continued by or under a special Act of Parliament who are entitled to vote at annual meetings of shareholders or members may, despite the charter of the body corporate,

  • (a) by special resolution, authorize the directors of the body corporate to apply under section 211 for a certificate of continuance; and

  • (b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.

• Marginal note:Amendment of charter — other bodies corporate

  (3) In connection with a continuance under this Act, the shareholders or members of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, who are entitled to vote at annual meetings of shareholders or members may, subject to any other Act of Parliament or the charter of the body corporate,

  • (a) by special resolution, authorize the directors of the body corporate to apply under section 211 for a certificate of continuance; and

  • (b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.

• Marginal note:Change of class or group rights

  (4) Despite subsections (2) and (3), the members of a body corporate may not, by a special resolution under either of those subsections, make any amendment of the nature referred to in subsection 199(1) that affects a class or group of members, unless

  • (a) the charter of the body corporate otherwise provides in respect of an amendment of the nature referred to in paragraph 199(1)(a) or (e); or

  • (b) the members of the class or group approve the amendment in accordance with section 199.

• Marginal note:Change of class or series rights

  (5) Despite subsections (2) and (3), the shareholders of a body corporate with shares may not, by a special resolution under either of those subsections, make any amendment affecting a class or series of shares unless the shareholders of the class or series approve the amendment in accordance with section 199.

• Marginal note:Authorizing continuance

  (6) Subject to subsection (9), the directors of a body corporate incorporated or continued by or under a special Act of Parliament may, despite the charter of the body corporate, apply under section 211 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

• Marginal note:Authorizing continuance — other bodies corporate

  (7) Subject to subsection (9), the directors of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, may, subject to any other Act of Parliament or the charter of the body corporate, apply under section 211 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

• Marginal note:Financial institutions

  (8) For the purposes of this section, every body corporate that is incorporated or continued by or under an Act of Parliament and to which the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act applies is deemed to be incorporated or continued by or under an Act of Parliament other than this Act or a special Act.

• Marginal note:Discretionary continuance

  (9) The Governor in Council may, by order, require a body corporate without share capital incorporated by or under an Act of Parliament other than this Act to apply for a certificate of continuance under section 211 within any period that may be prescribed except for the following:

  • (a) a bank;

  • (b) an association to which the Cooperative Credit Associations Act applies;

  • (c) a company or society to which the Insurance Companies Act applies; and

  • (d) a company to which the Trust and Loan Companies Act applies.

• Marginal note:Fees

  (10) A body corporate that obtains a certificate of continuance under this section is not required to pay any fees in respect of the continuance.

• Marginal note:Special Act no longer applicable

  (11) On the continuance of a body corporate without share capital incorporated by a special Act of Parliament as a corporation under this Act, the special Act ceases to apply to the corporation.

• Marginal note:Dissolution

  (12) A body corporate referred to in subsection (9) that does not make an application to obtain a certificate of continuance within the period prescribed is dissolved on the expiry of that period.