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

Short Title

Marginal note:Short title

1 This Act may be cited as the Canada Not-for-profit Corporations Act.

PART 1Interpretation and Application

Interpretation

Marginal note:Definitions

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

  activities

  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

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

  articles

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

  body corporate

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

  corporation

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

  court

  court means

  • (a) in Newfoundland and Labrador, the Trial Division of the Supreme Court of the province;

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

  • (c) in Nova Scotia, British Columbia and Prince Edward Island, 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

  creditor includes a debt obligation holder. (créancier)

  debt obligation

  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

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

  director

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

  entity

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

  incapable

  incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada. (incapable)

  incorporator

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

  issuer

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

  officer

  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

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

  person

  person means an individual or entity. (personne)

  personal representative

  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

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

  prior legislation

  prior legislation means the various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any financial institution as defined in section 2 of the Bank Act. (législation antérieure)

  public accountant

  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

  send includes deliver. (envoyer)

  series

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

  soliciting corporation

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

  special resolution

  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

  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.

Application

Marginal note:Application of Act

• 3 (1) This Act applies to every corporation and, to the extent provided for in Part 19, to bodies corporate without share capital incorporated by a special Act of Parliament.

• Marginal note:Certain Acts do not apply

  (2) The following do not apply to a corporation:

  • (a) the Canada Business Corporations Act; and

  • (b) [Repealed, 2009, c. 23, s. 341]

  • (c) the Winding-up and Restructuring Act.

• Marginal note:Limitations on business that may be carried on

  (3) No corporation shall carry on the business of

  • (a) a bank;

  • (b) an association to which the Cooperative Credit Associations Act applies;

  • (c) a company or society to which the Insurance Companies Act applies; or

  • (d) a company to which the Trust and Loan Companies Act applies.

• Marginal note:Limitation — granting degrees or regulating activities

  (4) Incorporation or continuance under this Act does not confer any authority on a corporation to carry on activities as a degree-granting educational institution or to regulate any activity, including a profession or trade.

Purpose

Marginal note:Purpose

4 The purpose of this Act is to allow the incorporation or continuance of bodies corporate as corporations without share capital, including certain bodies corporate incorporated or continued under various other Acts of Parliament, for the purposes of carrying on legal activities and to impose obligations on certain bodies corporate without share capital incorporated by a special Act of Parliament.

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.