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

Definition of charter

• 212 (1) In this section, charter includes

  • (a) the text of an Act of incorporation and of any amendments to that Act;

  • (b) any letters patent, supplementary letters patent, certificate of incorporation and certificate of amendment; and

  • (c) in the case of a body corporate incorporated under the Pension Fund Societies Act, the text of that Act and the by-laws of the body corporate.

• Marginal note:Amendment of charter

  (2) In connection with a continuance under this Act, the shareholders or members of a body corporate incorporated or continued by or under a special Act of Parliament who are entitled to vote at annual meetings of shareholders or members may, despite the charter of the body corporate,

  • (a) by special resolution, authorize the directors of the body corporate to apply under section 211 for a certificate of continuance; and

  • (b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.

• Marginal note:Amendment of charter — other bodies corporate

  (3) In connection with a continuance under this Act, the shareholders or members of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, who are entitled to vote at annual meetings of shareholders or members may, subject to any other Act of Parliament or the charter of the body corporate,

  • (a) by special resolution, authorize the directors of the body corporate to apply under section 211 for a certificate of continuance; and

  • (b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.

• Marginal note:Change of class or group rights

  (4) Despite subsections (2) and (3), the members of a body corporate may not, by a special resolution under either of those subsections, make any amendment of the nature referred to in subsection 199(1) that affects a class or group of members, unless

  • (a) the charter of the body corporate otherwise provides in respect of an amendment of the nature referred to in paragraph 199(1)(a) or (e); or

  • (b) the members of the class or group approve the amendment in accordance with section 199.

• Marginal note:Change of class or series rights

  (5) Despite subsections (2) and (3), the shareholders of a body corporate with shares may not, by a special resolution under either of those subsections, make any amendment affecting a class or series of shares unless the shareholders of the class or series approve the amendment in accordance with section 199.

• Marginal note:Authorizing continuance

  (6) Subject to subsection (9), the directors of a body corporate incorporated or continued by or under a special Act of Parliament may, despite the charter of the body corporate, apply under section 211 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

• Marginal note:Authorizing continuance — other bodies corporate

  (7) Subject to subsection (9), the directors of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, may, subject to any other Act of Parliament or the charter of the body corporate, apply under section 211 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

• Marginal note:Financial institutions

  (8) For the purposes of this section, every body corporate that is incorporated or continued by or under an Act of Parliament and to which the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act applies is deemed to be incorporated or continued by or under an Act of Parliament other than this Act or a special Act.

• Marginal note:Discretionary continuance

  (9) The Governor in Council may, by order, require a body corporate without share capital incorporated by or under an Act of Parliament other than this Act to apply for a certificate of continuance under section 211 within any period that may be prescribed except for the following:

  • (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; and

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

• Marginal note:Fees

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

• Marginal note:Special Act no longer applicable

  (11) On the continuance of a body corporate without share capital incorporated by a special Act of Parliament as a corporation under this Act, the special Act ceases to apply to the corporation.

• Marginal note:Dissolution

  (12) A body corporate referred to in subsection (9) that does not make an application to obtain a certificate of continuance within the period prescribed is dissolved on the expiry of that period.

Marginal note:Continuance — other jurisdictions

• 213 (1) Subject to subsection (10), a corporation may apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction if the corporation

  • (a) is authorized by the members in accordance with subsections (3) to (5) to make the application; and

  • (b) establishes to the satisfaction of the Director that its proposed continuance in the other jurisdiction will not adversely affect creditors or members of the corporation.

• Marginal note:Continuance — other federal Acts

  (2) A corporation that is authorized by the members in accordance with subsections (3) to (5) may apply to the appropriate Minister or the Director for its continuance under the Bank Act, the Canada Cooperatives Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act.

• Marginal note:Notice of meeting

  (3) The corporation shall give members notice of a meeting of members in accordance with section 162.

• Marginal note:Right to vote

  (4) Each membership in the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote.

• Marginal note:Member approval

  (5) An application for continuance is authorized when the members have approved of the continuance by a special resolution.

• Marginal note:Termination

  (6) The directors of a corporation may, if authorized by the members at the time of approving an application for continuance, abandon the application without further approval of the members.

• Marginal note:Discontinuance

  (7) On receipt of a notice that the corporation has been continued under the laws of another jurisdiction or an Act referred to in subsection (2), the Director shall issue a certificate of discontinuance in accordance with section 276 if the Director is of the opinion that the corporation has been continued in accordance with this section.

• Marginal note:Notice deemed to be articles

  (8) For the purposes of section 276, a notice referred to in subsection (7) is deemed to be articles that are in the form that the Director fixes.

• Marginal note:Act ceases to apply

  (9) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance.

• Marginal note:Prohibition

  (10) A corporation shall not be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that

  • (a) the property of the corporation continues to be the property of the body corporate;

  • (b) the body corporate continues to be liable for the obligations of the corporation;

  • (c) an existing cause of action, claim or liability to prosecution is unaffected;

  • (d) any civil, criminal or administrative action or proceeding pending by or against the corporation may be continued by or against the body corporate; and

  • (e) any conviction against, or ruling, order or judgment in favour of or against, the corporation may be enforced by or against the body corporate.

Marginal note:Extraordinary sale, lease or exchange

• 214 (1) A sale, a lease or an exchange of all or substantially all of the property of a corporation other than in the ordinary course of its activities requires the authorization of the members in accordance with subsections (2) to (6).

• Marginal note:Notice of meeting

  (2) The corporation shall give members notice of a meeting of members in accordance with section 162 and shall include a copy or summary of the proposed agreement of sale, lease or exchange.

• Marginal note:Member approval

  (3) At the meeting of members, the members may authorize the sale, lease or exchange and may fix, or authorize the directors to fix, any of the terms and conditions of the sale, lease or exchange.

• Marginal note:Right to vote

  (4) Each membership in the corporation carries the right to vote in respect of the sale, lease or exchange whether or not it otherwise carries the right to vote.

• Marginal note:Class vote

  (5) The members of a class or group of members are entitled to vote separately as a class or group in respect of the sale, lease or exchange only if the class or group is affected by the sale, lease or exchange in a manner different from the members of another class or group.

• Marginal note:Member approval

  (6) The sale, lease or exchange is authorized when the members of each class or group entitled to vote on it have approved it by a special resolution.

• Marginal note:Abandonment

  (7) The directors of a corporation may, if authorized by the members approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the members.

Definition of reorganization

• 215 (1) In this section, reorganization means a reorganization pursuant to

  • (a) a court order made under section 253;

  • (b) a court order made under the Bankruptcy and Insolvency Act approving a proposal; or

  • (c) a court order made under any other Act of Parliament that affects the rights among a corporation and its members and creditors.

• Marginal note:Powers of court

  (2) If a corporation is subject to an order referred to in subsection (1), the order may also require any amendment of the articles or by-laws to effect any change that might be made under section 197.

• Marginal note:Further powers

  (3) If a court makes an order referred to in subsection (1), the court may also

  • (a) authorize the issue of debt obligations of the corporation and fix their terms; and

  • (b) appoint directors in place of or in addition to all or any of the directors then in office.

• Marginal note:Articles of reorganization

  (4) After an order referred to in subsection (1) has been made, articles of reorganization in the form that the Director fixes shall be sent to the Director together with the documents required by section 20 and subsection 134(1), if applicable.

• Marginal note:Certificate of amendment

  (5) On receipt of articles of reorganization, the Director shall issue a certificate of amendment in accordance with section 276.

• Marginal note:Effect of certificate

  (6) A reorganization becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

Definition of arrangement

• 216 (1) In this section, arrangement includes

  • (a) an amendment to the articles of a corporation;

  • (b) an amalgamation of two or more corporations;

  • (c) an amalgamation of a body corporate with a corporation that results in an amalgamated corporation subject to this Act;

  • (d) a division of the activities carried on by a corporation;

  • (e) a transfer of all or substantially all of the property of a corporation to another body corporate in exchange for money or other property, shares, memberships or debt obligations of the body corporate;

  • (f) an exchange of debt obligations or memberships of a corporation for money or other property or other memberships or debt obligations of the corporation or money or other property, shares, memberships or debt obligations of another body corporate;

  • (g) a liquidation and dissolution of a corporation; and

  • (h) any combination of operations referred to in paragraphs (a) to (g).

• Marginal note:Application to court for approval of arrangement

  (2) If it is not practicable for a corporation to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the corporation may apply to a court for an order approving an arrangement proposed by the corporation.

• Marginal note:Powers of court

  (3) On an application under this section, the court may make any interim or final order that it thinks fit, including

  • (a) an order determining the notice to be given to any interested person or dispensing with notice to any person other than the Director;

  • (b) an order appointing counsel, at the expense of the corporation, to represent the interests of the members;

  • (c) an order requiring a corporation to call, hold and conduct a meeting of members or holders of debt obligations issued by the corporation in any manner that the court directs; and

  • (d) an order approving an arrangement as proposed by the corporation or as amended in any manner that the court directs.

• Marginal note:Notice to Director

  (4) An applicant for any interim or final order under this section shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

• Marginal note:Articles of arrangement

  (5) After an order referred to in paragraph (3)(d) has been made, articles of arrangement in the form that the Director fixes shall be sent to the Director together with the documents required by section 20 and subsection 134(1), if applicable.

• Marginal note:Certificate of arrangement

  (6) On receipt of articles of arrangement, the Director shall issue a certificate of arrangement in accordance with section 276.

• Marginal note:Effect of certificate

  (7) An arrangement becomes effective on the date shown in the certificate of arrangement.

PART 14Liquidation and Dissolution

Definition of court

217 In this Part, court, in relation to a corporation, means a court having jurisdiction in the place where the corporation has its registered office.