Canada Not-for-profit Corporations Act

Marginal note:Definitions

• 2 (1) The following definitions apply in this Act.

  activities

  activité

  activities includes any conduct of a corporation to further its purpose and any business carried on by a body corporate, but does not include the affairs of a body corporate. (activité)

  affairs

  affaires internes

  affairs means the relationships among a corporation, its affiliates and the directors, officers, shareholders or members of those bodies corporate. (affaires internes)

  articles

  statuts

  articles means original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement, dissolution or revival. (statuts)

  body corporate

  personne morale

  body corporate includes a company or other organization with legal personality wherever or however incorporated. (personne morale)

  corporation

  organisation

  corporation means a body corporate incorporated or continued under this Act and not discontinued under this Act. (organisation)

  court

  tribunal

  court means

  • (a) in Newfoundland and Labrador and Prince Edward Island, the trial division of the Supreme Court of the province;

  • (b) in Ontario, the Superior Court of Justice;

  • (c) in Nova Scotia and British Columbia, the Supreme Court of the province;

  • (d) in Manitoba, Saskatchewan, Alberta and New Brunswick, the Court of Queen’s Bench for the province;

  • (e) in Quebec, the Superior Court of the province; and

  • (f) in Yukon and the Northwest Territories, the Supreme Court of the territory, and in Nunavut, the Nunavut Court of Justice. (tribunal)

  creditor

  créancier

  creditor includes a debt obligation holder. (créancier)

  debt obligation

  titre de créance

  debt obligation means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured. (titre de créance)

  Director

  directeur

  Director means an individual appointed under section 281. (directeur)

  director

  administrateur

  director means an individual occupying the position of director by whatever name called. (administrateur)

  entity

  entité

  entity means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization. (entité)

  incorporator

  fondateur

  incorporator means a person who signs articles of incorporation. (fondateur)

  issuer

  émetteur

  issuer means a corporation that is required by this Act to maintain a debt obligations register. (émetteur)

  officer

  dirigeant

  officer means an individual appointed as an officer under section 142, the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager or a managing director of a corporation, or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any of those offices. (dirigeant)

  ordinary resolution

  ordinaire

  ordinary resolution means a resolution passed by a majority of the votes cast on that resolution. (ordinaire)

  person

  personne

  person means an individual or entity. (personne)

  personal representative

  représentant personnel

  personal representative means a person who stands in place of and represents another person, including a trustee, an executor, an administrator, a receiver, an agent, a mandatary, a liquidator of a succession, a guardian, a tutor, a curator or a legal counsel. (représentant personnel)

  prescribed

  Version anglaise seulement

  prescribed means prescribed by the regulations. (Version anglaise seulement)

  public accountant

  expert-comptable

  public accountant, in respect of a corporation, means the public accountant appointed for the corporation under paragraph 127(1)(e) or subsection 181(1) or 186(1) or who fills a vacancy under subsection 184(2) or 185(1). (expert-comptable)

  send

  envoyer

  send includes deliver. (envoyer)

  series

  série

  series means a division of a class of debt obligations. (série)

  soliciting corporation

  organisation ayant recours à la sollicitation

  soliciting corporation means a corporation that is referred to in subsection (5.1). (organisation ayant recours à la sollicitation)

  special resolution

  extraordinaire

  special resolution means a resolution passed by a majority of not less than two thirds of the votes cast on that resolution. (extraordinaire)

  unanimous member agreement

  convention unanime des membres

  unanimous member agreement means an agreement described in subsection 170(1) or a declaration of a member described in subsection 170(2). (convention unanime des membres)

• Marginal note:Affiliated bodies corporate

  (2) For the purposes of this Act,

  • (a) one body corporate is the affiliate of another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and

  • (b) if two bodies corporate are affiliates of the same body corporate at the same time, they are deemed to be affiliates of each other.

• Marginal note:Control

  (3) For the purposes of this Act, a body corporate is controlled by a person or by two or more bodies corporate if

  • (a) shares or memberships of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of that person or by or for the benefit of those bodies corporate; and

  • (b) the votes attached to those shares or memberships are sufficient, if exercised, to elect a majority of the directors of the body corporate.

• Marginal note:Holding body corporate

  (4) A body corporate is the holding body corporate of another if that other body corporate is its subsidiary.

• Marginal note:Subsidiary body corporate

  (5) A body corporate is a subsidiary of another body corporate if

  • (a) it is controlled by

    • (i) that other body corporate,

    • (ii) that other body corporate and one or more bodies corporate each of which is controlled by that other body corporate, or

    • (iii) two or more bodies corporate each of which is controlled by that other body corporate; or

  • (b) it is a subsidiary of a body corporate that is itself a subsidiary of that other body corporate.

• Marginal note:Soliciting corporation

  (5.1) A corporation becomes a soliciting corporation for a prescribed duration from the prescribed date, if it received, during the prescribed period, income in excess of the prescribed amount in the form of

  • (a) donations or gifts or, in Quebec, gifts or legacies of money or other property requested from any person who is not

    • (i) a member, director, officer or employee of the corporation at the time of the request,

    • (ii) the spouse of a person referred to in subparagraph (i) or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year, or

    • (iii) a child, parent, brother, sister, grandparent, uncle, aunt, nephew or niece of a person referred to in subparagraph (i) or of the spouse or individual referred to in subparagraph (ii);

  • (b) grants or similar financial assistance received from the federal government or a provincial or municipal government, or an agency of such a government; or

  • (c) donations or gifts or, in Quebec, gifts or legacies of money or other property from a corporation or other entity that has, during the prescribed period, received income in excess of the prescribed amount in the form of donations, gifts or legacies referred to in paragraph (a) or grants or similar financial assistance referred to in paragraph (b).

• Marginal note:Application to be deemed non-soliciting

  (6) On the application of a corporation, the Director may decide that the corporation is, for the purposes of this Act, to be considered as not being — or not having been — a soliciting corporation if the Director is satisfied that the determination would not be prejudicial to the public interest.