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

Designation of Minister

Marginal note:Power of Governor in Council

5 The Governor in Council may designate any member of the Queen’s Privy Council for Canada to be the Minister for the purposes of this Act.

PART 2Incorporation

Marginal note:Incorporators

• 6 (1) One or more individuals or bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 8.

• Marginal note:Individuals

  (2) An individual may incorporate a corporation under subsection (1) only if that individual

  • (a) is not less than 18 years of age;

  • (b) is not incapable; or

  • (c) does not have the status of bankrupt.

Marginal note:Articles of incorporation

• 7 (1) Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation,

  • (a) the name of the corporation;

  • (b) the province where the registered office is to be situated;

  • (c) the classes, or regional or other groups, of members that the corporation is authorized to establish and, if there are two or more classes or groups, any voting rights attaching to each of those classes or groups;

  • (d) the number of directors or the minimum and maximum number of directors;

  • (e) any restrictions on the activities that the corporation may carry on;

  • (f) a statement of the purpose of the corporation; and

  • (g) a statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation.

• Marginal note:Other required provisions

  (2) Articles of incorporation shall set out, in respect of the proposed corporation, any provision required by any other Act of Parliament to be set out in the articles.

• Marginal note:Additional provisions in articles

  (3) The articles may set out any provisions that may be set out in the by-laws.

• Marginal note:Equivalency

  (3.1) Any requirement under this Act to set out a provision in the by-laws is deemed met by setting out the provision in the articles.

• Marginal note:Special majorities

  (4) Subject to subsection (5), if the articles or a unanimous member agreement requires a greater number of votes of directors or members than that required by this Act to effect any action, the provisions of the articles or of the unanimous member agreement prevail.

• Marginal note:Removal of directors

  (5) The articles may not require a greater number of votes of members to remove a director than the number required by section 130.

Marginal note:Delivery of articles of incorporation

8 One of the incorporators shall send to the Director articles of incorporation and the documents required by sections 20 and 128.

Marginal note:Certificate of incorporation

9 On receipt of articles of incorporation, the Director shall issue a certificate of incorporation in accordance with section 276.

Marginal note:Effect of certificate

10 A corporation comes into existence on the date shown in the certificate of incorporation.

Marginal note:Alternate name

• 11 (1) Subject to subsection 13(1), the name of a corporation may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets any prescribed criteria. The corporation may use and may be legally designated by any such form.

• Marginal note:Alternate name outside Canada

  (2) Subject to subsection 13(1), a corporation may, for use outside Canada, set out its name in its articles in any language form and it may use and may be legally designated by any such form outside Canada.

• Marginal note:Publication of name

  (3) A corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation.

• Marginal note:Other name

  (4) Subject to subsections (3) and 13(1), a corporation may carry on activities under or identify itself by a name other than its corporate name.

Marginal note:Reserving name

• 12 (1) The Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation that intends to change its name.

• Marginal note:Designating number

  (2) If requested to do so by the incorporators or a corporation, the Director shall assign to the corporation as its name a designating number followed by the word “Canada” and a prescribed term.

Marginal note:Prohibited names

• 13 (1) A corporation shall not be incorporated or continued under this Act with, change its name to, or have, carry on activities under or identify itself by, a name that is prohibited by the regulations or that does not meet the prescribed requirements.

• Marginal note:Directing change of name

  (2) The Director may direct a corporation to change its name in accordance with section 197 if, through inadvertence or otherwise, the corporation acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.

• Marginal note:Directing change of numbered name

  (3) If a corporation has a designating number as its name, the Director may direct the corporation to change its name to a name other than a designating number in accordance with section 197.

• Marginal note:Undertaking to dissolve or change name

  (4) If a corporation acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the corporation to change its name in accordance with section 197, unless the undertaking is honoured within the period specified in subsection (5).

• Marginal note:Revoking name

  (5) If a corporation has not followed a directive under subsection (2), (3) or (4) within the prescribed period, the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 197, the name of the corporation is the name assigned by the Director.

Marginal note:Certificate of amendment

• 14 (1) If the Director assigns a new name to a corporation under subsection 13(5), the Director shall issue a certificate of amendment showing the name and shall publish notice of the change of name as soon as practicable in a publication generally available to the public.

• Marginal note:Effect of certificate

  (2) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.

Marginal note:Pre-incorporation and pre-amalga­mation contracts

• 15 (1) Subject to this section and unless the contract expressly provides otherwise, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to its benefits.

• Marginal note:Adoption or ratification of contract

  (2) The corporation may, within a reasonable time after it comes into existence, adopt or, in Quebec, ratify the contract by any action or conduct signifying its intention to be bound by the contract, and on the adoption or ratification

  • (a) the corporation is bound by the contract and is entitled to its benefits as if the corporation had been in existence at the date of the contract and had been a party to it; and

  • (b) the person ceases to be bound by or entitled to the benefits of the contract, except as provided for in subsection (3).

• Marginal note:Application to court

  (3) Whether or not a written contract made before the coming into existence of a corporation is adopted or, in Quebec, ratified by the corporation, a party to the contract may apply to a court for an order respecting the nature and extent of the obligations and liability under the contract of the corporation and the person who is bound by the contract under subsection (1). On the application, the court may make any order that it thinks fit.

PART 3Capacity and Powers

Marginal note:Capacity of a corporation

• 16 (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

• Marginal note:Activities

  (2) A corporation may carry on activities throughout Canada.

• Marginal note:Extra-territorial capacity

  (3) A corporation has the capacity to carry on its activities, conduct its affairs and exercise its powers in a jurisdiction outside Canada to the extent that the laws of that jurisdiction permit.

Marginal note:Powers of a corporation

• 17 (1) It is not necessary for a by-law to be passed in order to confer any particular power on a corporation or its directors.

• Marginal note:Restricted activities or powers

  (2) A corporation shall not carry on any activities or exercise any power in a manner contrary to its articles.

• Marginal note:Rights preserved

  (3) No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act.

Marginal note:No constructive notice

18 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the person can examine it under section 279 or at an office of the corporation.

Marginal note:Authority of directors, officers, agents and mandataries

• 19 (1) No corporation, no guarantor of an obligation of a corporation and, in Quebec, no surety may assert against a person dealing with the corporation or against a person who acquired rights from the corporation that

  • (a) the articles, the by-laws or any unanimous member agreement has not been complied with;

  • (b) the individuals named in the last notice that was sent by the corporation in accordance with section 128 or 134 and received by the Director are not the directors of the corporation;

  • (c) the place named in the last notice accepted by the Director under section 20 is not the registered office of the corporation;

  • (d) a person held out by a corporation as a director, an officer, an agent or a mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the activities of the corporation or usual for a director, an officer, an agent or a mandatary;

  • (e) a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or not genuine; or

  • (f) a sale, a lease or an exchange of property referred to in subsection 214(1) was not authorized.

• Marginal note:Exception

  (2) Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the corporation.

PART 4Registered Office and Records

Marginal note:Registered office

• 20 (1) A corporation shall at all times have a registered office in the province in Canada specified in its articles.

• Marginal note:Notice of registered office

  (2) A notice of registered office in the form that the Director fixes shall be sent to the Director together with any articles that designate or change the province where the registered office of the corporation is to be located.

• Marginal note:Change of address

  (3) The directors of a corporation may change the corporation’s registered office to another place within the province specified in the articles, in which case the corporation shall send to the Director a notice of registered office in the form that the Director fixes.

• Marginal note:Notice of registered office effective on acceptance

  (4) A notice of registered office becomes effective when the Director accepts it.