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

Marginal note:Powers of court

252. In connection with an action brought or intervened in as a result of an application under subsection 251(1), the court may at any time make

• (a) an order authorizing the complainant or any other person to control the conduct of the action;

• (b) an order giving directions for the conduct of the action;

• (c) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former or present shareholders, members and debt obligation holders of the corporation or its subsidiary instead of to the corporation or its subsidiary;

• (d) an order requiring the corporation or its subsidiary to pay reasonable legal costs incurred by the complainant in connection with the action; and

• (e) any other order that it thinks fit.

Marginal note:Application to court re oppression

• 253. (1) On the application of a complainant, a court may make an order if it is satisfied that, in respect of a corporation or any of its affiliates, any of the following is oppressive or unfairly prejudicial to or unfairly disregards the interests of any shareholder, creditor, director, officer or member, or causes such a result:

  • (a) any act or omission of the corporation or any of its affiliates;

  • (b) the conduct of the activities or affairs of the corporation or any of its affiliates; or

  • (c) the exercise of the powers of the directors or officers of the corporation or any of its affiliates.

• Marginal note:Faith-based defence

  (2) The court may not make an order if the court is satisfied that

  • (a) the corporation is a religious corporation;

  • (b) the act or omission, the conduct or the exercise of powers is based on a tenet of faith held by the members of the corporation; and

  • (c) it was reasonable to base the act or omission, the conduct or the exercise of powers on the tenet of faith, having regard to the activities of the corporation.

• Marginal note:Powers of court

  (3) The court may make any interim or final order that it thinks fit, including an order

  • (a) restraining the conduct complained of;

  • (b) appointing a receiver or receiver-manager;

  • (c) with respect to a corporation’s affairs, requiring the amendment of the articles or by-laws or the creation or amendment of a unanimous member agreement;

  • (d) directing an issue or exchange of memberships, debt obligations or securities;

  • (e) appointing directors in place of or in addition to all or any of the directors then in office;

  • (f) directing a corporation, subject to subsection (5), or any other person, to purchase the debt obligation of a debt obligation holder;

  • (g) directing a corporation, subject to subsection (5), or any other person, to pay a member all or part of the amount that the member paid for their membership;

  • (h) varying, setting aside or annulling a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract;

  • (i) requiring a corporation, within a time specified by the court, to produce to the court or an interested person financial statements in the form required by section 172 or an accounting in any other form that the court may determine;

  • (j) compensating an aggrieved person;

  • (k) directing rectification of the registers or other records of a corporation under section 255;

  • (l) liquidating and dissolving a corporation;

  • (m) directing an investigation under Part 15 to be made; and

  • (n) requiring the trial of any issue.

• Marginal note:Duty of directors

  (4) If an order directs amendment of the articles or by-laws of a corporation,

  • (a) the directors shall immediately comply with subsection 215(4); and

  • (b) no other amendment to the articles or by-laws shall be made without the consent of the court, until a court otherwise orders.

• Marginal note:Limitation

  (5) A corporation shall not make a payment to a member under paragraph (3)(f) or (g) if there are reasonable grounds for believing that, after that payment,

  • (a) the corporation is or would be unable to pay its liabilities as they become due; or

  • (b) the realizable value of the corporation’s assets would be less than the aggregate of its liabilities.

• Marginal note:Alternative order

  (6) An applicant under this section may apply in the alternative for an order under section 224.

Marginal note:Evidence of members’ approval not decisive

• 254. (1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or might be approved by the members of that body corporate, but evidence of approval by the members may be taken into account by the court in making an order under section 224, 252 or 253.

• Marginal note:Court approval to discontinue

  (2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by the stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant.

• Marginal note:No security for costs

  (3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.

• Marginal note:Interim costs

  (4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal costs and disbursements, but the complainant may be held accountable for those interim costs on final disposition of the application or action.

Marginal note:Application to court to rectify records

• 255. (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a debt obligation holder, director, officer or member of the corporation or any aggrieved person may apply to a court for an order that the registers or records be rectified.

• Marginal note:Director’s right to appear

  (2) An applicant under this section shall give the Director notice of the application and the Director is entitled to appear before the court and be heard in person or by counsel.

• Marginal note:Powers of court

  (3) On an application under this section, the court may make

  • (a) an order requiring the registers or other records of the corporation to be rectified;

  • (b) an order restraining the corporation from calling or holding a meeting of members before that rectification;

  • (c) an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation;

  • (d) an order compensating a party who has incurred a loss; and

  • (e) any other order that it thinks fit.

Marginal note:Application for directions

256. On the application of the Director for directions in respect of any matter concerning the Director’s duties under this Act, a court may give any directions and make any further order that it thinks fit.

Marginal note:Notice of refusal by Director

• 257. (1) If the Director refuses to accept any document that takes effect under this Act on its acceptance or on the issuance of a certificate or other document, the Director shall, within the prescribed period, give written notice of the refusal to the person who sent the document, giving reasons.

• Marginal note:Deemed refusal

  (2) If the Director does not, within the prescribed period, accept the document, issue the certificate or other document or give the notice of refusal, the Director is deemed for the purposes of section 258 to have refused the document.

Marginal note:Appeal from Director’s decision

258. A court may, on the application of a person aggrieved by any of the following decisions of the Director, make any order that it thinks fit, including an order requiring the Director to change the decision:

• (a) to refuse to accept in the form submitted any articles or other document required by this Act to be sent to the Director;

• (b) to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 13;

• (c) not to accept a notice of registered office required by section 20;

• (d) to refuse to issue a certificate of discontinuance under section 213 or a certificate attesting that as of a certain date a corporation exists under subsection 290(2);

• (e) to issue, or to refuse to issue, a certificate of revival under section 219, or to impose terms for revival;

• (f) to dissolve a corporation under section 222;

• (g) to correct, or to refuse to correct, articles, a certificate or other document under section 288;

• (h) to cancel, or to refuse to cancel, the articles and any related certificate under section 289; or

• (i) to grant, or to refuse to grant, an application made under subsection 2(6), 25(1) or (2), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271.

Marginal note:Compliance or restraining order

259. On the application of a complainant or a creditor of a corporation, a court may make an order directing a corporation or any director, officer, employee, agent or mandatary, public accountant, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation to comply with this Act, the regulations or the articles, the by-laws or a unanimous member agreement of the corporation or restraining any such person from acting in breach of them and make any further order that it thinks fit.

Marginal note:Summary application to court

260. If this Act states that a person may apply to a court, the application may be made in a summary manner following applicable provincial law or as the rules of the court of competent jurisdiction provide, and subject to any order respecting notice to interested parties or costs, or any other order that the court thinks fit.

Marginal note:Appeal of final order

• 261. (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.

• Marginal note:Appeal with leave

  (2) An appeal lies to the court of appeal of a province from any order other than a final order made by a court of that province, only with leave of the court of appeal.