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

Marginal note:Notice to and service on a corporation

273. A notice or other document required to be sent to or served on a corporation may be sent by registered mail to the registered office of the corporation shown in the last accepted notice under section 20 and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.

Marginal note:Waiver of notice

274. Where a notice or other document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled to the notice or document.

Marginal note:Certificate of corporation

• 275. (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous member agreement, the minutes of the meetings of the directors, a committee of directors or the members, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director or an officer of the corporation.

• Marginal note:Evidence of contents of certificate, certified extract and certified copy

  (2) In the absence of evidence to the contrary, the following documents, when introduced as evidence in any civil, criminal or administrative action or proceeding, are proof of their contents:

  • (a) a certificate referred to in subsection (1);

  • (b) a document certified to be a true extract from the corporation’s register of directors, officers, members and debt obligation holders; and

  • (c) a document certified to be a true copy of minutes, or of an extract from minutes, of a meeting of members or directors or a committee of directors of the corporation.

• Marginal note:Proof of authenticity

  (3) A document that appears to be a certificate, certified extract or certified copy referred to in subsection (2) is presumed, in the absence of evidence to the contrary, to be authentic.

• Marginal note:Proof of membership or debt obligation

  (4) An entry of a person’s name in a register of members or debt obligation holders of a corporation, or an entry in a debt obligation certificate issued by a corporation, is, in the absence of evidence to the contrary, proof that the person holds the membership or debt obligation described in the register or in the certificate.

Definition of “statement”

• 276. (1) In this section, “statement” means a statement of intent to dissolve, or a statement of revocation of intent to dissolve, referred to in section 221.

• Marginal note:Sending of articles and statements

  (2) If this Act requires that articles or a statement relating to a corporation be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall

  • (a) record the date of receipt;

  • (b) issue the appropriate certificate;

  • (c) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary; and

  • (d) publish a notice of the issuance of the certificate in a publication generally available to the public.

• Marginal note:Date of certificate

  (3) A certificate referred to in subsection (2) issued by the Director may be dated as of the day the Director receives the articles, statement or court order under which the certificate is issued or as of any later day specified by the court or person who signed the articles or statement.

• Marginal note:Date of certificate

  (4) Despite subsection (3), a certificate of discontinuance may be dated as of the day on which the corporation amalgamates, or is continued, under another Act.

• Marginal note:Exception — failure to comply with Act

  (5) The Director may refuse to issue the certificate if a notice that is required by section 20 or 128 or subsection 134(1) indicates that the corporation, after the issuance of the certificate, would not be in compliance with this Act.

Marginal note:Signature

• 277. (1) A signature required on a certificate issued by the Director under this Act may be printed or otherwise mechanically reproduced on the certificate.

• Marginal note:Execution of documents

  (2) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of similar form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act.

Marginal note:Annual return

278. Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.

Marginal note:Inspection

• 279. (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document required by this Act or the regulations to be sent to the Director, except

  • (a) extracts obtained under subsection 24(1);

  • (b) a members or debt obligation holders list obtained under subsection 24(2);

  • (c) a copy of the documents obtained under section 177; and

  • (d) a report obtained under subsection 248(2).

• Marginal note:Copies or extracts

  (2) The Director shall, on request, furnish any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).

Marginal note:Payment of fees

280. A fee in respect of the receipt or copying of any document shall be paid to the Director on the reception or copying, and a fee in respect of the acceptance, examination or issuance of any document or in respect of any action that the Director is required or authorized to take under this Act shall be paid to the Director before the acceptance, examination or issuance or the taking of the action.

Director

Marginal note:Appointment of Director

281. The Minister shall appoint a Director and may appoint one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.

Marginal note:Content and form of notices and documents

282. The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act, including

• (a) the notices and documents that may be transmitted in electronic or other form;

• (b) the persons or classes of persons who may sign or transmit the notices and documents;

• (c) their signature in electronic or other form, or the actions that are to have the same effect for the purposes of this Act as their signature;

• (d) the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received; and

• (e) any matter necessary for the purposes of the application of this section.

Marginal note:Records of Director

• 283. (1) Documents received and accepted by the Director under this Act shall be kept by the Director in any form.

• Marginal note:Obligation to furnish

  (2) If documents are kept by the Director otherwise than in written form,

  • (a) the Director shall furnish any copy required to be furnished under subsection 279(2) in intelligible form; and

  • (b) a report respecting those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.

• Marginal note:Retention of records

  (3) After the expiry of the prescribed period, the Director is not required to keep or produce a document other than

  • (a) a document referred to in section 128, 134 or 153;

  • (b) a certificate and attached articles or statement received under section 276; and

  • (c) the most recent notice of registered office, if no notice under section 20 has been received during the prescribed period.

Marginal note:Proof required by Director

• 284. (1) The Director may require that a document required by this Act or the regulations to be sent to the Director or a fact stated in such a document be verified in accordance with subsection (2).

• Marginal note:Form of proof

  (2) A document or fact required by the Director or by this Act to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

Marginal note:Dispensation

285. The Director may relieve a person or class of persons, on any conditions that the Director considers appropriate, from sending to the Director any notice or other document or class of notice or document required under this Act to be so sent if the Director is satisfied that

• (a) information similar to what would be contained in the notice or other document or class of notice or document is contained in a document or a class of documents that is required to be made public under any other Act of Parliament or any Act of the legislature of a province; and

• (b) doing so would be in conformity with any prescribed requirements.

Marginal note:Certificate of Director

• 286. (1) The Director shall sign any certificate or certification of fact that the Director is, under this Act, required or authorized to issue.

• Marginal note:Evidence of contents of certificate or certified copy

  (2) Except in a proceeding under section 223, a certificate issued by the Director under this Act or a copy of a document certified by the Director to be a true copy is conclusive proof in any civil, criminal or administrative action or proceeding of its contents.

• Marginal note:Evidence of contents of certification of fact

  (3) A certification of fact by the Director is, in the absence of evidence to the contrary, proof in any civil, criminal or administrative action or proceeding of its contents.

• Marginal note:Proof of authenticity

  (4) A document that appears to be a certificate or certified copy referred to in subsection (2) or a certification of fact referred to in subsection (3) is presumed, in the absence of evidence to the contrary, to be authentic.