Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
Marginal note: Short title
1 This Act may be cited as the Canada Not-for-profit Corporations Act .
Marginal note: Definitions
includes a debt obligation holder. ( créancier )
means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured. ( titre de créance )
means an individual appointed under section 281. ( directeur )
means an individual occupying the position of director by whatever name called. ( administrateur )
means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization. ( entité )
, 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 )
means a person who signs articles of incorporation. ( fondateur )
means a corporation that is required by this Act to maintain a debt obligations register. ( émetteur )
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 )
means a resolution passed by a majority of the votes cast on that resolution. ( ordinaire )
means an individual or entity. ( personne )
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 )
means prescribed by the regulations. ( Version anglaise seulement )
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 as defined in section 2 of the Bank Act . ( législation antérieure )
, 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 )
includes deliver. ( envoyer )
means a division of a class of debt obligations. ( série )
means a corporation that is referred to in subsection (5.1). ( organisation ayant recours à la sollicitation )
means a resolution passed by a majority of not less than two thirds of the votes cast on that resolution. ( extraordinaire )
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: Application of Act
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.
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.
Marginal note: Incorporators
Marginal note: Articles of incorporation
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
Marginal note: Reserving name
Marginal note: Prohibited names
Marginal note: Certificate of amendment
Marginal note: Pre-incorporation and pre-amalgamation contracts
Marginal note: Capacity of a corporation
Marginal note: Powers of a corporation
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
Marginal note: Registered office
Marginal note: Corporate records
Marginal note: Access to corporate records
Marginal note: Requirement for statutory declaration — register of members
Marginal note: Examination by Director
Marginal note: Application for authorization — corporation
Marginal note: Form of records
Marginal note: Validity of unsealed documents
27 A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.
Marginal note: Borrowing powers
Marginal note: Repayment
Marginal note: Annual contributions or dues
30 Subject to the articles, the by-laws and any unanimous member agreement, the directors may require members to make an annual contribution or pay annual dues and may determine the manner in which the contribution is to be made or the dues are to be paid.
Marginal note: Ownership of property
31 A corporation owns any property of any kind that is transferred to or otherwise vested in the corporation and does not hold any property in trust unless that property was transferred to the corporation expressly in trust for a specific purpose or purposes.
Marginal note: Directors not trustees
32 Directors are not, in that capacity, trustees for any property of the corporation, including property held in trust by the corporation.
Marginal note: Investments by corporation
33 Subject to the limitations accompanying any gift and the articles or by-laws, a corporation may invest its funds as its directors think fit.
Marginal note: Distribution of property, accretions or profits
Marginal note: Surrendered memberships
35 A corporation may accept a membership in the corporation surrendered to it as a gift including, in Quebec, a legacy and may extinguish or reduce a liability respecting an amount unpaid on that membership.
Marginal note: Liability
Marginal note: Definitions
Marginal note: Debt obligation certificate
38 An issuer shall provide a debt obligation holder, on request, with
Marginal note: Fee
39 An issuer may charge a reasonable fee for a debt obligation certificate issued in respect of a transfer.
Marginal note: Jointly held debt obligations
40 If debt obligations are held by more than one person,
Marginal note: Signatures
Marginal note: Contents of certificate
Marginal note: Contents of certificate
Marginal note: Registers
Marginal note: Agent or mandatary
45 An issuer may appoint an agent or mandatary to maintain debt obligations registers on its behalf.
Marginal note: Registration
46 The registration of the issue or transfer of a debt obligation in any debt obligations register is complete and valid registration for all purposes.
Marginal note: Trustee
47 An issuer or a trustee as defined in subsection 104(1) may treat the person whose name appears on the debt obligations register as the debt obligation’s owner for all purposes.
Marginal note: Constructive registered holder
48 If an issuer restricts the right to transfer its debt obligations, the issuer may, despite section 47, treat a person as the registered holder of a debt obligation if the person provides the issuer with evidence that meets the requirements of the issuer that the person is
Marginal note: Proof of ownership
49 An issuer shall treat a person, other than one described in section 48, as being entitled to exercise the rights and privileges attached to a debt obligation if the person provides proof that the person has acquired ownership of the debt obligation by operation of law or has legal authority to exercise the rights and privileges.
Marginal note: Joint holder
50 If satisfactory proof of the death of a joint holder of a debt obligation with a right of survivorship is provided to an issuer, the issuer may treat any surviving joint holder as the owner of the debt obligation.
Marginal note: Duties of issuer
51 An issuer is not required to inquire into the existence of, or see to the performance of, any duty owed to a third person by a registered holder, or a person who may be treated as a registered holder, of a debt obligation.
Marginal note: Minors
52 If a minor exercises a right of ownership in a debt obligation of an issuer, no subsequent repudiation or avoidance or, in Quebec, nullity or reduction of obligations is effective against the issuer.
Marginal note: Deceased owner
Marginal note: Overissue
Marginal note: Rules of action
55 The following rules apply in an action on a debt obligation:
Marginal note: Delivery of debt obligations
Marginal note: Incorporation by reference
Marginal note: Validity of debt obligation
58 A debt obligation is valid in the hands of a good faith purchaser.
Marginal note: Defence
59 Subject to section 62, the fact that a debt obligation is not genuine is a complete defence for the issuer even against a good faith purchaser.
Marginal note: Defences
60 All other defences of an issuer, including non-delivery and conditional delivery of a debt obligation, are ineffective against a good faith purchaser.
Marginal note: Deemed notice
Marginal note: Unauthorized signature
Marginal note: Completion of debt obligation
63 If a debt obligation contains the signatures necessary for its issue or transfer but is incomplete in another respect, any person may complete it in accordance with their authority.
Marginal note: Enforceability
64 A debt obligation that was completed incorrectly is enforceable by a good faith purchaser.
Marginal note: Fraud
65 A completed debt obligation that was improperly altered, even if fraudulently altered, remains enforceable but only according to its original terms.
Marginal note: Guarantees
Marginal note: Acquisition of rights
Marginal note: Limitation of the purchase
68 A purchaser acquires rights only to the extent of the interest or right purchased.
Marginal note: Deemed notice
Marginal note: No duty to inquire
Marginal note: Deemed notice
71 A purchaser or broker who knows that the transaction is for the personal benefit of the fiduciary or is otherwise in breach of the fiduciary’s duty is deemed to have notice of an adverse claim.
Marginal note: Staleness
Marginal note: Guarantee
Marginal note: Content of guarantee
74 A person who transfers a debt obligation to a purchaser for value guarantees by the transfer only that
Marginal note: Guarantee of intermediary
75 An intermediary delivering a debt obligation to a purchaser who knows that the intermediary is an intermediary guarantees only its good faith.
Marginal note: Guarantee of broker
76 A broker shall give to a customer, to the issuer and to a purchaser the guarantees provided in sections 73 to 75 and has the rights and privileges of a purchaser under those sections, and those guarantees of and in favour of the broker acting as an agent or mandatary are in addition to guarantees given by the customer and guarantees given in favour of the customer.
Marginal note: Right to compel endorsement
77 If a registered debt obligation is delivered to a purchaser without a necessary endorsement, the purchaser has the right to demand the endorsement. The purchaser becomes a good faith purchaser after the endorsement.
Marginal note: Definition of
Marginal note: Endorsement
Marginal note: Immunity of endorser
80 Unless agreed otherwise, the endorser does not, by the endorsement, assume any obligation that the debt obligation will be honoured by the issuer.
Marginal note: Partial endorsement
81 An endorsement purporting to be an endorsement of only part of a debt obligation representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.
Marginal note: Effect of failure by fiduciary to comply
82 Failure of a fiduciary to comply with the document that is the source of the fiduciary’s power or with the law of the jurisdiction governing the fiduciary relationship does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.
Marginal note: Effect of endorsement
83 An endorsement of a debt obligation does not constitute a transfer until delivery of the debt obligation on which it appears or, if the endorsement is on a separate document, until delivery of both the debt obligation and the document.
Marginal note: Endorsement in bearer form
84 An endorsement of a debt obligation in bearer form may give notice of an adverse claim under section 69 but does not otherwise affect any of the holder’s rights.
Marginal note: Effect of unauthorized endorsement
Marginal note: Warranties of guarantor of signature
Marginal note: Presumption of delivery
87 Delivery of a debt obligation to a purchaser occurs when
Marginal note: Presumption of ownership
Marginal note: Delivery of debt obligation
Marginal note: Right to reclaim possession
Marginal note: Right to requisites for registration
Marginal note: Seizure of debt obligation
92 No seizure of a debt obligation or other interest or right evidenced by the debt obligation is effective until the person making the seizure obtains possession of the debt obligation.
Marginal note: Not liable if good faith delivery
93 An agent or mandatary, or a bailee, who in good faith has received debt obligations and sold, pledged or delivered them according to the instructions of the principal or mandator is not in breach of their duties as a fiduciary or otherwise liable even though they have no right to dispose of the debt obligations.
Marginal note: Duty to register transfer
Marginal note: Assurance of endorsement
Marginal note: Notice from additional documentation
96 If an issuer, in relation to a transfer, demands assurance other than an assurance specified in subsection 95(1) and obtains a copy of a will, trust or partnership agreement or a by-law or similar document, the issuer is deemed to have notice of all matters contained in the document that affect the transfer.
Marginal note: Limited duty of inquiry
Marginal note: Inquiry into adverse claim
98 Unless an issuer is deemed to have notice of an adverse claim from a document that is obtained under section 96 or has received notice of an adverse claim under subsection 97(1), if a debt obligation presented for registration is endorsed by an appropriate person, the issuer has no duty to inquire into adverse claims and, in particular,
Marginal note: Duration of notice of adverse claim
99 A written notice of adverse claim received by an issuer is effective for the prescribed period unless the notice is renewed in writing.
Marginal note: Limitation on issuer’s liability
Marginal note: Lost or stolen debt obligation
Marginal note: Duty
102 An authenticating trustee, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a debt obligation of the issuer,
Marginal note: Notice to agent or mandatary
103 Notice to an authenticating trustee, transfer agent or other agent or mandatary of an issuer is notice to the issuer in respect of the functions performed by the agent or mandatary.
Marginal note: Definitions
Marginal note: Conflict of interest
Marginal note: Qualification of trustee
106 A trustee, or at least one of the trustees if more than one is appointed, shall be a body corporate incorporated under the laws of Canada or a province and authorized to carry on the business of a trust company.
Marginal note: List of debt obligation holders
Marginal note: Evidence of compliance
Marginal note: Contents of declaration, etc.
109 Evidence of compliance as required by section 108 shall consist of a statutory declaration or certificate made by a director or an officer of the issuer, the guarantor or, in Quebec, the surety stating that the conditions referred to in that section have been complied with. If compliance with any of those conditions is subject to review by legal counsel, evidence of compliance also includes an opinion of legal counsel that those conditions have been complied with. If compliance with any of those conditions is subject to review by an auditor or accountant, evidence of compliance also includes an opinion or report of the public accountant of the issuer, guarantor or surety, or any other accountant that the trustee selects, that those conditions have been complied with.
Marginal note: Further evidence of compliance
110 The evidence of compliance referred to in section 109 shall include a statement by the person giving the evidence
Marginal note: Trustee may require evidence of compliance
Marginal note: Notice of default
112 The trustee shall give notice to the holders of debt obligations issued under a trust indenture of every event of default arising under the trust indenture and continuing at the time the notice is given, unless the trustee reasonably believes that it is in the best interests of the holders of the debt obligations to withhold the notice and so informs in writing the issuer, the guarantor or, in Quebec, the surety. The notice shall be given within the prescribed period.
Marginal note: Duties of trustee
113 A trustee in exercising their powers and discharging their duties shall
Marginal note: Reliance on statements
114 Despite section 113, a trustee is not liable if they rely in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture.
Marginal note: No exculpation
115 No term of a trust indenture or of any agreement between a trustee and the holders of debt obligations issued under the trust indenture or between the trustee and the issuer, the guarantor or, in Quebec, the surety shall operate so as to relieve a trustee from the duties imposed on the trustee by section 113.
Marginal note: Functions of receiver or sequestrator
116 A receiver or sequestrator of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property, pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the activities of the corporation.
Marginal note: Functions of receiver-manager
117 A receiver-manager of the corporation may carry on any activities of the corporation to protect the security interest of those on behalf of whom the receiver-manager is appointed.
Marginal note: Directors’ powers cease
118 If a receiver-manager or sequestrator is appointed by a court or under an instrument or act, the powers of the directors of the corporation that a receiver-manager or sequestrator is authorized to exercise may not be exercised by the directors until the receiver-manager or sequestrator is discharged.
Marginal note: Duty to act
119 A receiver, receiver-manager or sequestrator appointed by a court shall act in accordance with the orders of the court.
Marginal note: Duty under instrument or act
120 A receiver, receiver-manager or sequestrator appointed under an instrument or act shall act in accordance with that instrument or act and any order of a court made under section 122.
Marginal note: Duty of care
121 A receiver, receiver-manager or sequestrator of a corporation appointed under an instrument or act shall
Marginal note: Orders given by court
122 On the application of a receiver, receiver-manager or sequestrator, whether appointed by a court or under an instrument or act, or of any interested person, a court may make
Marginal note: Duties of receiver and receiver-manager
123 A receiver or receiver-manager shall
Marginal note: Duty to manage or supervise management
124 Subject to this Act, the articles and any unanimous member agreement, the directors shall manage or supervise the management of the activities and affairs of a corporation.
Marginal note: Number of directors
125 A corporation shall have one or more directors, but a soliciting corporation shall not have fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.
Marginal note: Qualifications of directors
Marginal note: Organization meeting
Marginal note: Notice of directors
Marginal note: Ceasing to hold office
Marginal note: Removal of directors
Marginal note: Statement of director
Marginal note: Filling vacancy
Marginal note: Change in number of directors
Marginal note: Notice of change of director or director’s address
Marginal note: Attendance at meeting
135 A director is entitled to attend and be heard at every meeting of members.
Marginal note: Meeting of directors
Marginal note: Decisions made by consensus
Marginal note: Delegation
Marginal note: Validity of acts of directors and officers
139 An act of a director or an officer is valid despite an irregularity in their election or appointment or a defect in their qualification.
Marginal note: Validity of signed resolutions
Marginal note: Disclosure of interest
Marginal note: Officers
142 Subject to the articles, the by-laws and any unanimous member agreement,
Marginal note: Remuneration
Marginal note: Indemnification
144 Unless the by-laws of the corporation otherwise provide, a director, an officer or an employee may receive indemnification for their expenses incurred on behalf of the corporation as a director, an officer or an employee.
Marginal note: Directors’ liability
Marginal note: Liability of directors for wages
Marginal note: Dissent
Marginal note: Duties of directors and officers
Marginal note: Director — reasonable diligence
Marginal note: Officer — reasonable diligence
Marginal note: Indemnification
Marginal note: By-laws
Marginal note: Copies to Director
153 A corporation shall, within the prescribed period, send to the Director a copy of any by-law, amendment or repealed by-law, except for those that have been rejected by the members.
Marginal note: Conditions of membership
Marginal note: Issuance of memberships
155 The directors may issue memberships in accordance with the articles and any conditions set out in the by-laws.
Marginal note: Termination of membership
156 Unless the articles or by-laws of a corporation otherwise provide, a membership is terminated when
Marginal note: Termination of member’s rights
157 Unless the articles or by-laws otherwise provide, the rights of a member, including any rights in the property of the corporation, cease to exist on termination of the membership.
Marginal note: Power to discipline a member
158 The articles or by-laws may provide that the directors, the members or any committee of directors or members of a corporation have power to discipline a member or to terminate their membership. If the articles or by-laws provide for such a power, they shall set out the circumstances and the manner in which that power may be exercised.
Marginal note: Place of meetings
Marginal note: Calling annual meetings
Marginal note: Fixing record date
Marginal note: Notice provided for in by-laws
Marginal note: Right to submit and discuss
Marginal note: Quorum set in by-laws
Marginal note: Voting
Marginal note: Resolution in lieu of meeting
Marginal note: Requisition of meeting
Marginal note: Meeting called by court
Marginal note: Court review of election
Marginal note: Unanimous member agreement
Marginal note: Absentee voting
Marginal note: Annual financial statements
Marginal note: Application for exemption
173 On the application of a corporation, the Director may exempt the corporation, on any terms that the Director thinks fit, from any requirement in this Part if the Director reasonably believes that the detriment that may be caused to the corporation by the requirement outweighs its benefit to the members or, in the case of a soliciting corporation, the public.
Marginal note: Consolidated statements
Marginal note: Copies to members
Marginal note: Copies to Director
Marginal note: Copies to Director
177 A corporation shall, at the request of the Director, furnish the Director with a copy of the documents referred to in subsection 172(1).
Marginal note: Approval of financial statements
179 In this Part, means
Marginal note: Qualification of public accountant
Marginal note: Appointment of public accountant
Marginal note: Dispensing with public accountant
Marginal note: Ceasing to hold office
Marginal note: Removal of public accountant
Marginal note: Filling vacancy
Marginal note: Court-appointed public accountant
Marginal note: Right to attend meeting
Marginal note: Review engagement — designated corporations
Marginal note: Audit engagement — other corporations
Marginal note: Deemed revenues
190 On the application of a soliciting corporation, the Director may, on any terms that the Director thinks fit and if the Director is satisfied that doing so would not be prejudicial to the public interest, deem the corporation to have
Marginal note: Report on financial statements
191 After conducting an audit engagement or a review engagement, the public accountant shall report in the prescribed manner on the financial statements required by this Act to be placed before the members, except any financial statements or part of those statements that relate to the period referred to in subparagraph 172(1)(a)(ii).
Marginal note: Reliance on other public accountant
Marginal note: Right to information
Marginal note: Audit committee
Marginal note: Notice of errors
Marginal note: Qualified privilege — defamation
196 Any oral or written statement or report made under this Act by the public accountant or former public accountant of a corporation has qualified privilege.
Marginal note: Amendment of articles or by-laws
Marginal note: Proposal to amend
Marginal note: Class vote
Marginal note: Delivery of articles
200 Subject to any revocation under subsection 197(2), after an amendment to the articles has been adopted under section 197 or 199, articles of amendment in the form that the Director fixes shall be sent to the Director.
Marginal note: Certificate of amendment
201 On receipt of articles of amendment, the Director shall issue a certificate of amendment in accordance with section 276.
Marginal note: Effect of certificate
Marginal note: Restated articles
Marginal note: Amalgamation
204 Two or more corporations may amalgamate and continue as one corporation.
Marginal note: Amalgamation agreement
Marginal note: Member approval
Marginal note: Vertical short-form amalgamation
Marginal note: Sending of articles
Marginal note: Rights preserved
209 On the date shown in a certificate of amalgamation, the amalgamation of the amalgamating corporations and their continuance as one corporation become effective and from that date
Marginal note: Amalgamation under other federal Acts
Marginal note: Continuance — import
Marginal note: Continuance — other jurisdictions
Marginal note: Extraordinary sale, lease or exchange
217 In this Part, , in relation to a corporation, means a court having jurisdiction in the place where the corporation has its registered office.
Marginal note: Application of Part
Marginal note: Revival
Marginal note: Dissolution before commencing activities
Marginal note: Proposing liquidation and dissolution
Marginal note: Dissolution by Director
Marginal note: Grounds for dissolution
Marginal note: Further grounds
Marginal note: Application for supervision
Marginal note: Application to court
Marginal note: Powers of court
227 In connection with the dissolution or the liquidation and dissolution of a corporation, the court may, if it is satisfied that the corporation is able to pay or adequately provide for the discharge of all its liabilities, make
Marginal note: Effect of order
228 The liquidation of a corporation commences when a court makes a liquidation order.
Marginal note: Cessation of activities and powers
Marginal note: Appointment of liquidator
Marginal note: Duties of liquidator
231 A liquidator shall
Marginal note: Powers of liquidator
Marginal note: Costs of liquidation
Marginal note: Transfer on condition of return
234 If a person has transferred property to a corporation subject to the condition that it be returned on the dissolution of the corporation, the liquidator shall transfer that property to that person.
Marginal note: Application
Marginal note: Distribution in accordance with articles
Marginal note: Right to distribution in money
Marginal note: Custody of documents
238 A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the end of the prescribed period or of any shorter period fixed by an order made under subsection 233(5).
Marginal note: Creditors or members not found
Marginal note: Vesting in Crown
Marginal note: Investigation
Marginal note: Power of inspector
Marginal note: Entering dwelling
Marginal note: Hearing in camera
Marginal note: Incriminating statements
246 No person is excused from attending and giving evidence and producing documents and records to an inspector under this Part by reason only that the evidence tends to incriminate that person or subject that person to any proceeding or penalty, but no such evidence shall be used or is receivable against that person in any proceeding instituted against that person under an Act of Parliament, other than a prosecution under section 132 of the Criminal Code for perjury in giving the evidence or a prosecution under section 136 of that Act in respect of the evidence.
Marginal note: Exchange of information
Marginal note: Absolute privilege — defamation
Marginal note: Solicitor-client privilege or professional secrecy
249 Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.
Marginal note: Definitions
250 The following definitions apply in this Part.
means an action under this Act. ( poursuite )
Marginal note: Derivative action
Marginal note: Powers of court
252 In connection with an action brought or intervened in as a result of an application under subsection 251(1), the court may at any time make
Marginal note: Application to court re oppression
Marginal note: Evidence of members’ approval not decisive
Marginal note: Application to court to rectify records
Marginal note: Application for directions
256 On the application of the Director for directions in respect of any matter concerning the Director’s duties under this Act, a court may give any directions and make any further order that it thinks fit.
Marginal note: Notice of refusal by Director
Marginal note: Appeal from Director’s decision
258 A court may, on the application of a person aggrieved by any of the following decisions of the Director, make any order that it thinks fit, including an order requiring the Director to change the decision:
Marginal note: Compliance or restraining order
259 On the application of a complainant or a creditor of a corporation, a court may make an order directing a corporation or any director, officer, employee, agent or mandatary, public accountant, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation to comply with this Act, the regulations or the articles, the by-laws or a unanimous member agreement of the corporation or restraining any such person from acting in breach of them and make any further order that it thinks fit.
Marginal note: Summary application to court
260 If this Act states that a person may apply to a court, the application may be made in a summary manner following applicable provincial law or as the rules of the court of competent jurisdiction provide, and subject to any order respecting notice to interested parties or costs, or any other order that the court thinks fit.
Marginal note: Appeal of final order
Marginal note: Offence
Marginal note: Order to comply
Marginal note: Definitions
264 The following definitions apply in this Part.
means, except in section 269, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means. ( document électronique )
means a system used to generate, send, receive, store or otherwise process an electronic document. ( système d’information )
Marginal note: Application
265 This Part does not apply to information, including information in a notice or other document, sent to or issued by the Director under this Act or prescribed for the purposes of this section.
Marginal note: Use not mandatory
Marginal note: Creation and provision of information
267 A requirement under this Act or the regulations that information, including information in a notice or other document, be created or provided is satisfied by the creation or provision of an electronic document if
Marginal note: Creation of information in writing
Marginal note: Statutory declarations and affidavits
Marginal note: Signatures
270 Except with respect to a statutory declaration or an affidavit, a requirement under this Act or the regulations for a signature or for a document to be executed is satisfied in relation to an electronic document if the prescribed requirements, if any, pertaining to this section are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:
Marginal note: Application for dispensation
271 On application of the corporation, the Director may, on any terms that the Director thinks fit, relieve — including retroactively — a corporation from complying with any requirements of this Part if the Director reasonably believes that the members will not be prejudiced by the dispensation.
Marginal note: Notice to directors and members
Marginal note: Notice to and service on a corporation
273 A notice or other document required to be sent to or served on a corporation may be sent by registered mail to the registered office of the corporation shown in the last accepted notice under section 20 and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.
Marginal note: Waiver of notice
274 Where a notice or other document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled to the notice or document.
Marginal note: Certificate of corporation
Marginal note: Signature
Marginal note: Publication
277.1 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271.
Marginal note: Annual return
278 Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.
Marginal note: Inspection
Marginal note: Payment of fees
280 A fee in respect of the receipt or copying of any document shall be paid to the Director on the reception or copying, and a fee in respect of the acceptance, examination or issuance of any document or in respect of any action that the Director is required or authorized to take under this Act shall be paid to the Director before the acceptance, examination or issuance or the taking of the action.
Marginal note: Appointment of Director
281 The Minister shall appoint a Director and may appoint one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.
Marginal note: Content and form of documents
282 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,
Marginal note: Director’s obligation to keep documents
Marginal note: Proof required by Director
Marginal note: Dispensation
285 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
Marginal note: Certificate of Director
Marginal note: Alteration
287 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
Marginal note: Cancellation of articles by Director
Marginal note: Certificate
Marginal note: Form of publication
291 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
292 The Director may make inquiries of any person relating to compliance with this Act.
Marginal note: Regulations
Marginal note: Application to special Act bodies corporate
294 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
Marginal note: Change of name
Marginal note: Continuance — Part II of Canada Corporations Act
Marginal note: No incorporation or continuance
298 After this section comes into force, no body corporate may be incorporated or continued under Part II of the Canada Corporations Act .
Marginal note: Review of Act
300 [Amendment]
301 [Amendment]
302 [Amendment]
303 [Amendment]
304 [Amendment]
305 [Amendment]
306 [Amendment]
307 [Amendment]
308 [Repealed before coming into force, 2009, c. 23, s. 360]
309 [Amendment]
310 [Amendment]
311 [Amendments]
312 [Amendment]
313 [Amendment]
314 [Amendment]
315 [Amendment]
316 [Amendment]
317 [Amendments]
318 [Amendment]
319 [Amendment]
320 [Amendment]
321 [Amendment]
322 [Amendment]
323 [Amendment]
324 [Amendment]
325 [Amendment]
326 [Amendment]
327 [Amendment]
328 [Amendment]
329 [Amendment]
330 [Amendment]
331 [Amendment]
332 [Amendment]
333 [Amendment]
334 [Amendment]
335 [Amendment]
336 [Amendment]
337 [Amendment]
338 [Amendment]
339 [Amendment]
Marginal note: Deeming provision
340 Any reference to Part III of the Canada Corporations Act , chapter C-32 of the Revised Statutes of Canada, 1970, in any Act of Parliament is deemed to be a reference to Part 19 of the Canada Not-for-profit Corporations Act .
341 [Amendment]
342 [Amendment]
343 [Amendment]
344 [Amendment]
345 [Amendment]
346 [Amendment]
347 [Amendment]
348 [Repealed, 2013, c. 40, s. 138]
349 [Amendment]
350 [Amendment]
351 [Amendment]
352 [Amendment]
353 [Amendment]
354 [Amendment]
355 [Amendment]
356 [Amendment]
357 [Amendment]
358 [Amendment]
359 [Amendment]
360 [Amendments]
361 [Repeal]
362 [Repeal]
363 [Repeal]
364 [Repeal]
365 [Repeal]
366 [Repeal]
367 [Repeal]
368 [Repeal]
369 [Repeal]
370 [Repeal]
371 [Repeal]
Marginal note: Order in council
Return to footnote * [Note: Subsections 297(2) to (4), (6) and (7) and sections 341 to 360 in force on assent June 23, 2009; sections 300 to 302, 304 and 310, subsections 311(1), (3) and (4), the portion of section 313 before paragraph (a), paragraphs 313(c), (e), (g), (i), (k), (m), (o), (q), (t), (v), (x), (z), (z.02), (z.04), (z.1), (z.5) and (z.8) and sections 361 to 371 in force March 12, 2010,