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

Act current to 2022-05-02 and last amended on 2018-05-01. Previous Versions

PART 18General (continued)

Director (continued)

Marginal note:Dispensation

 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

  •  (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.

Marginal note:Alteration

 The Director may alter a notice or other document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person’s representative.

Marginal note:Corrections initiated by Director

  •  (1) If there is an error in the articles, a certificate or other document except one required by section 20 or 128, subsection 134(1) or section 278, the directors or members of the corporation shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act and take any other steps that the Director reasonably requires so that the Director can correct the document.

  • Marginal note:No prejudice

    (2) Before proceeding under subsection (1), the Director shall be satisfied that the correction would not prejudice any of the members or creditors of the corporation.

  • Marginal note:Corrections initiated by the corporation

    (3) The Director may, at the request of the corporation or of any other interested person, correct any of the documents referred to in subsection (1) if

    • (a) the correction is approved by the directors of the corporation, or the error is obvious on the face of the document or was made by the Director; and

    • (b) the Director is satisfied that the correction would not prejudice any of the members or creditors of the corporation and that it reflects the original intention of the corporation or the incorporators.

  • Marginal note:Application to court

    (4) On the application of the Director, the corporation or any other interested person, a court may

    • (a) order the correction of any of the documents referred to in subsection (1);

    • (b) determine the rights of members or creditors of the corporation; and

    • (c) make any other order that the court thinks fit.

  • Marginal note:Notice to Director of application

    (5) An applicant under subsection (4) other than the Director shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

  • Marginal note:Director may require surrender of document

    (6) The Director may demand the surrender of the original document and may issue a corrected certificate.

  • Marginal note:Date of corrected document

    (7) A corrected document shall bear the date of the document it replaces unless

    • (a) the correction is made with respect to the date of the document, in which case the document shall bear the corrected date; or

    • (b) a court decides otherwise.

  • Marginal note:Notice

    (8) If a corrected certificate materially amends the terms of the original certificate, the Director shall without delay publish notice of the correction in a publication generally available to the public.

Marginal note:Cancellation of articles by Director

  •  (1) In the prescribed circumstances, the Director may cancel the articles and any related certificate of a corporation.

  • Marginal note:No prejudice

    (2) Before proceeding under subsection (1), the Director shall be satisfied that the cancellation would not prejudice any of the members or creditors of the corporation.

  • Marginal note:Request to Director to cancel articles

    (3) In the prescribed circumstances, the Director may, at the request of a corporation or of any other interested person, cancel the articles and any related certificate of the corporation if

    • (a) the cancellation is approved by the directors of the corporation; and

    • (b) the Director is satisfied that the cancellation would not prejudice any of the members or creditors of the corporation and that the cancellation reflects the original intention of the corporation or the incorporators.

  • Marginal note:Application to court

    (4) On the application of the Director, the corporation or any other interested person, a court may

    • (a) order the cancellation of the articles of a corporation and any related certificate;

    • (b) determine the rights of members or creditors of the corporation; and

    • (c) make any other order that the court thinks fit.

  • Marginal note:Notice to Director

    (5) An applicant under subsection (4) other than the Director shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

  • Marginal note:Return of certificate

    (6) The Director may demand the surrender of a cancelled certificate.

Marginal note:Certificate

  •  (1) The Director may provide any person with a certificate stating that a corporation

    • (a) has sent to the Director a document required to be sent under this Act;

    • (b) has paid all required fees; or

    • (c) exists as of a certain date.

  • Marginal note:Director may refuse to issue certificate of existence

    (2) For greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document required to be sent under this Act or of paying a required fee.

Marginal note:Form of publication

 Information or notices that the Director is required by this Act to publish in a publication generally available to the public may be made available to the public or published by any system of electronic data processing or other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time.

Marginal note:Power to make inquiries

 The Director may make inquiries of any person relating to compliance with this Act.

Regulations

Marginal note:Regulations

  •  (1) The Governor in Council may make regulations

    • (a) providing for anything that by this Act is to be prescribed or provided for by the regulations;

    • (b) defining, enlarging or restricting the meaning of any word or expression used but not defined in this Act;

    • (c) requiring the payment of a fee in respect of the receipt, acceptance, examination, issuance or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;

    • (d) respecting the payment of fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;

    • (e) prescribing, for the purposes of paragraph 163(6)(e), the minimum amount of support required in relation to the number of times that a substantially similar proposal was submitted to members within the prescribed period;

    • (f) respecting applications made under subsection 2(6), 25(1) or (2), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271 including prescribing the form and manner of, and time for, making the applications, the information and evidence to be submitted in connection with the applications, the procedure to be followed in the consideration of the applications, the factors to be taken into account in their consideration and, if applicable, any conditions that may or must form part of decisions on the applications;

    • (g) prescribing any matter necessary for the purposes of the application of Part 17, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;

    • (h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting;

    • (i) prescribing, for the purposes of subsections 165(3) and (4), the manner of, and conditions for, voting at a meeting of members by means of a telephonic, electronic or other communication facility;

    • (j) respecting any matter relating to voting by members not in attendance at a meeting of members; and

    • (k) generally, for carrying out the purposes and provisions of this Act.

  • Marginal note:Incorporation by reference

    (2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.

  • Marginal note:Incorporated material is not a regulation

    (3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

  • 2009, c. 23, s. 293
  • 2018, c. 8, s. 107(E)

PART 19Special Act Bodies Corporate Without Share Capital

Marginal note:Application to special Act bodies corporate

 Part 3, subsections 160(1) and 168(1), sections 212, 221 to 223 and 278 and this Part apply to any body corporate without share capital incorporated by a special Act of Parliament and not continued under any other Act — other than a departmental corporation or a parent Crown corporation, as defined in section 2 of the Financial Administration Act — as if it were a corporation under this Act and any reference in Part 3 or those provisions to the articles of a corporation shall be read as a reference to the body corporate’s incorporating statute.

Marginal note:Report listing Acts of continued or dissolved bodies corporate

  •  (1) The Minister may cause to be laid before both Houses of Parliament a report listing every special Act of Parliament that incorporated a body corporate that was later continued under section 212 or dissolved under any of sections 221 to 223.

  • Marginal note:Referral to committee

    (2) The report shall be referred to a committee of each House, or a joint committee of both Houses, that is designated or established for the purpose of reviewing it.

  • Marginal note:Repeal of Acts

    (3) Every Act listed in the report — unless the Act is the subject of a resolution to the contrary of any committee to which the report is referred — is repealed on the day that is one year after the later of the day on which the report is laid before the Senate and the day on which it is laid before the House of Commons.

  • Marginal note:Publication in the Canada Gazette

    (4) The Minister shall, within 60 days after their repeal, publish in the Canada Gazette a list of every Act repealed under subsection (3).

Marginal note:Change of name

  •  (1) A body corporate may send to the Director notice of a change of its name that complies with subsections (4) and (5) and that has been approved by special resolution of the members.

  • Marginal note:Certificate and notice

    (2) On receipt of the notice, the Director shall issue a certificate of change of name and give notice of the change as soon as practicable in a publication generally available to the public.

  • Marginal note:Effective date

    (3) A change of name becomes effective on the date shown in the certificate.

  • Marginal note:Alternate name

    (4) The name of a body corporate may be 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 body corporate may use and may be legally designated by any such form.

  • Marginal note:Prohibited names

    (5) A body corporate shall not change its name to, or carry on activities under or identify itself by, a name that would not be permitted under subsection 13(1) if it were a corporation.

  • Marginal note:Directing change of name

    (6) The Director may direct a body corporate to change its name in accordance with subsection (1) if, through inadvertence or otherwise, the body corporate, under this section, has acquired a name that does not comply with subsection (4) or (5).

  • Marginal note:Undertaking to dissolve or change name

    (7) If a body corporate 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 body corporate to change its name in accordance with subsection (1), unless the undertaking is honoured within the prescribed period referred to in subsection (8).

  • Marginal note:Revoking name

    (8) If a body corporate has not followed a directive under subsection (6) or (7) within the prescribed period, the Director may revoke the name of the body corporate and assign a name to it and, until changed in accordance with subsection (1), the name of the body corporate is the name assigned by the Director.

PART 20Transitional Provisions, Consequential Amendments, Coordinating Amendments, Repeals and Coming into Force

Transitional Provisions

Marginal note:Continuance — Part II of Canada Corporations Act

  •  (1) A body corporate to which Part II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970 (in this section and section 298 referred to as the “Canada Corporations Act”), applies, other than a body corporate that is subject to a winding-up order made under the Winding-up and Restructuring Act before this subsection comes into force, shall apply for a certificate of continuance under section 211.

  • Marginal note:Continuance — Part IV of Canada Corporations Act

    (2) A body corporate to which Part IV of the Canada Corporations Act applies, other than a body corporate that is subject to a winding-up order made under the Winding-up and Restructuring Act before this subsection comes into force, shall apply for a certificate of continuance under section 187 of the Canada Business Corporations Act.

  • Marginal note:Ogdensburg Bridge Authority

    (3) Despite subsection (2), the Ogdensburg Bridge Authority, created by An Act to incorporate Ogdensburg Bridge Authority, chapter 57 of the Statutes of Canada, 1952, shall apply for letters patent under section 156 of the Canada Corporations Act as if it were a corporation without share capital.

  • Marginal note:Fees not payable

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

  • Marginal note:Time limit for continuance

    (5) Despite any provision of the Canada Corporations Act, the Director may, in accordance with section 222, dissolve a body corporate referred to in subsection (1) that does not apply for a certificate of continuance under section 211 within three years after the day on which this subsection comes into force.

  • Marginal note:Time limit for continuance

    (6) Despite any provision of the Canada Corporations Act, a body corporate referred to in subsection (2) that does not apply for a certificate of continuance under section 187 of the Canada Business Corporations Act within six months after the day on which this subsection comes into force is dissolved on the expiry of that period.

  • Marginal note:Time limit for continuance of the Ogdensburg Bridge Authority

    (7) Despite any provision of the Canada Corporations Act, the Ogdensburg Bridge Authority is dissolved six months after the day on which this subsection comes into force if it does not apply for letters patent under section 156 of the Canada Corporations Act within that six-month period.

 
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