Canada Not-for-profit Corporations Regulations, SOR/2011-223, s 61. (d) in respect of an identified debt obligation to be delivered while still in the possession of a third person, that person acknowledges that it is held for the purchaser. 90 (1) A person against whom the transfer of a debt obligation is wrongful may, against anyone except a good faith purchaser, (a) reclaim possession of the debt obligation or obtain possession of a new debt obligation evidencing all or part of the same rights; or, Marginal note:Recovery when unauthorized endorsement. 171 (1) The by-laws of a corporation may provide for any prescribed methods of voting by members not in attendance at a meeting of members. (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; (b) all memberships in each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations; and, (i) the memberships in each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect of those memberships, and. (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:Dissolution before commencing activities. (a) a member, a director, an officer, an employee and a creditor of a dissolved corporation or body corporate; (b) a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved corporation or body corporate; (c) a person who, although at the time of dissolution of the corporation or body corporate was not a person described in paragraph (a), would be such a person if a certificate of revival were issued under this section; and. 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. 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. (16) The corporation ceases to exist on the date shown in the certificate of dissolution. (b) liable for the obligations that it would have had if it had not been dissolved, whether they arise before its dissolution or after its dissolution but before its revival. 53 (1) Subject to any applicable law relating to the collection of taxes, a person who is an heir or a fiduciary of an estate or succession of a deceased debt obligation holder is entitled to become the registered holder or to designate a registered holder if the person deposits the following information with the issuer or its transfer agent, together with any reasonable assurances that the issuer may require: (a) the debt obligation certificate or, in default of one, a document proving that the deceased was the debt obligation holder; (b) a document proving the death of the debt obligation holder; and. (2) A corporation may carry on activities throughout Canada. 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. (b) an event that sets the date on or after which the debt obligation is to be presented or surrendered for redemption or exchange. Marginal note:Time of disclosure for director. 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. 156 Unless the articles or by-laws of a corporation otherwise provide, a membership is terminated when. (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. (5) On the revival 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. (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:Incumbent public accountant. 45 An issuer may appoint an agent or mandatary to maintain debt obligations registers on its behalf. 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. (4) For the purpose of paragraph (1)(b), the following constitute sufficient evidence of appointment or incumbency of a fiduciary: (a) in the case of a fiduciary of a deceased debt obligation holder’s estate or succession, a certified or notarial copy of the document referred to in paragraph 53(1)(c) and dated not earlier than the first day of the prescribed period before a debt obligation is presented for transfer; or. (b) a non-soliciting corporation that has gross annual revenues for its last completed financial year that are equal to or less than the prescribed amount. 131 (1) Subject to the by-laws, a director is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing the removal or replacement of the director if a meeting is called for that purpose. 237 (1) If in the course of liquidation of a corporation the members resolve or the liquidator proposes to do any of the following, a member may apply to the court for an order requiring the distribution of the property of the corporation to be in money: (a) exchange all or substantially all of the property of the corporation for securities, debt obligations or memberships of another body corporate that are to be distributed to the members; or. (2) On the demand of a trustee, the issuer, the guarantor or, in Quebec, the surety of debt obligations issued or to be issued under a trust indenture shall provide the trustee with evidence of compliance with the trust indenture by the issuer, guarantor or surety in respect of any act to be done by the trustee at their request. (4) A corporation may, with the approval of a court, indemnify an individual referred to in subsection (1), or advance money under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favour to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1), against all costs, charges and expenses reasonably incurred by the individual in connection with the action, if the individual fulfils the conditions set out in subsection (3). (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. Marginal note:Pre-incorporation and pre-amalga­mation contracts. Marginal note:Voting requirements satisfied. 168 (1) A court, on the application of a director, a member who is entitled to vote at a meeting of members or the Director, may order a meeting of a corporation to be called, held and conducted in the manner that the court directs, if. (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that their conduct was lawful. (6) A member entitled to vote at an annual meeting of members may, in accordance with section 163, make a proposal to make, amend or repeal a by-law. Corporations Canada is the government agency of Innovation, Science and Economic Development Canada responsible for incorporation of Canadian businesses and "corporate laws governing federal companies, except for financial intermediaries (2) Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors, and, despite any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. Marginal note:Alternate name outside Canada. 167 (1) The members of a corporation who hold the prescribed percentage of votes that may be cast at a meeting of members sought to be held, or a lower percentage that is set out in the by-laws, may requisition the directors to call the meeting for the purposes stated in the requisition. 192 (1) Despite section 193, a public accountant of a holding corporation may reasonably rely on the report of a public accountant of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation. (2) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of similar form, each of which is executed or signed by one or more of the individuals. (b) the same obligations to the holder or owner of the debt obligation and the same rights, privileges and immunities as the issuer. Marginal note:Certificate of intent to dissolve. Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1 This Act may be cited as the Canada Not-for-profit Corporations Act. Marginal note:Directors’ access to records. (3) The articles may set out any provisions that may be set out in the by-laws. (b) adopt forms of debt obligation certificates and corporate records; (c) authorize the issue of debt obligations; (e) appoint a public accountant to hold office until the first annual meeting of members; (2) Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 208(4) or to which a certificate of continuance has been issued under subsection 211(5). 17 (1) It is not necessary for a by-law to be passed in order to confer any particular power on a corporation or its directors. On June 23, 2009, Bill C-4, the Canada Not-for-Profit Corporations Act (the "Act"), was given Royal Assent and is now ready to become law. The bill amends Canada’s primary legislation governing … (b) distribute all or part of the property of the corporation to the members in kind. (b) state that the list of members or the information contained in the register of members obtained under subsection (1) will not be used except as permitted under subsection (7) or (8). Although the information provided here will assist you in completing the dissolution process quickly and accurately, it is not intended to replace legal advice. 208 (1) Subject to subsection 206(6), after an amalgamation has been adopted under section 206 or approved under section 207, articles of amalgamation in the form that the Director fixes shall be sent to the Director together with the documents required by sections 20 and 128. (4) If all of the directors have resigned or have been removed without replacement, a person who manages or supervises the management of the activities or affairs of the corporation is deemed to be a director for the purposes of this Act. (2) Despite the dissolution of a corporation under this Act. (2) At least once in each prescribed period beginning on the date of the trust indenture and at any other time on the demand of a trustee, the issuer, the guarantor or, in Quebec, the surety of debt obligations issued under a trust indenture shall provide the trustee with, (a) a certificate that the issuer, the guarantor or, in Quebec, the surety has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default; or. (6) A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual, (a) in the individual’s capacity as a director or an officer of the corporation; or. 164 (1) The by-laws may set out the quorum for a meeting of members, but the quorum set out shall be in conformity with any prescribed requirements. (4) If a body corporate wishes to apply for a certificate under subsection (1), articles of continuance in the form that the Director fixes shall be sent to the Director together with the documents required by sections 20 and 128. (10) A corporation shall not be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that. 212 (1) In this section, charter includes. (6) The corporation shall recognize any individual authorized by a member corporation or other entity to represent the member at meetings. (2) A director shall, within the prescribed period, send the corporation a notice of any change in his or her address. 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. 244 (1) If the place referred to in paragraph 242(1)(c) is a dwelling, the court shall not make an order under that paragraph unless it is satisfied that, (a) entry to the dwelling is necessary to practically obtain the information; and. (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. (2) A good faith purchaser who receives a new, reissued or re-registered debt obligation and who registers a transfer guarantees only that the purchaser has no knowledge of any unauthorized signature in a necessary endorsement. The Act establishes a framework for the governance of not-for-profit corporations and other corporations without share capital, mainly based on the Canada Business Corporations Act.It sets out the capacity and powers of a corporation as a … (4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments to those articles. Marginal note:Replacing public accountant. (b) an association to which the Cooperative Credit Associations Act applies; (c) a company or society to which the Insurance Companies Act applies; or. The NFP Act replaces Part II of the Canada Corporations Act (the “CCA”), which has remained substantially the same since 1917, as the governing legislation for federal corporations without share capital, or not-for-profit corporations. (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: (c) a company or society to which the Insurance Companies Act applies; and. 276 (1) In this section, statement means a statement of intent to dissolve, or a statement of revocation of intent to dissolve, referred to in section 221. 170 (1) An otherwise lawful written agreement among all the members of a corporation that is not a soliciting corporation, or among all the members and one or more persons who are not members, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the activities and affairs of the corporation is valid. On October 17, 2011, the new "Canada Not-for-Profit Corporations Act" (CNFP Act) was proclaimed in force. Marginal note:Contents of declaration, etc. Marginal note:Right to submit and discuss, 163 (1) A member entitled to vote at an annual meeting of members may, (a) submit to the corporation notice of any matter that the member proposes to raise at the meeting, referred to in this section as a “proposal”; and. (5) Publication and service of an order under this section shall be effected by the corporation or by any other person, and in any manner, that the court orders. 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. (5) Unless the articles otherwise provide, each member is entitled to one vote at a meeting of members. (3) A corporation may not indemnify an individual under subsection (1) unless the individual, (a) acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; and. No decrease in the number of directors shall shorten the term of an incumbent director. It sets out how not-for-profit corporations are created, governed and dissolved. 183 (1) A public accountant of a corporation ceases to hold office when the public accountant. Act current to 2020-12-17 and last amended on 2018-05-01. 296 (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. (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. (4) A dissolved corporation or other body corporate is revived as a corporation under this Act on the date shown on the certificate of revival. (a) is a party to the contract or transaction; (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or. (c) the contract or transaction was reasonable and fair to the corporation when it was approved. (2) The Director may require the corporation or its agent or mandatary to furnish to the Director within the prescribed period a list of members or debt obligation holders setting out the prescribed information and updated in accordance with the regulations. 101 (1) The owner of a debt obligation who fails to notify the issuer of an adverse claim, in writing, within a reasonable time after the owner knows of the loss, apparent destruction or wrongful taking of the debt obligation is precluded from asserting against the issuer a claim to a new debt obligation if the issuer has registered a transfer of the debt obligation. (3) On receiving the requisition referred to in subsection (1), the directors shall call a meeting of members to transact the business stated in the requisition, unless. 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: (a) to refuse to accept in the form submitted any articles or other document required by this Act to be sent to the Director; (b) to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 13; (c) not to accept a notice of registered office required by section 20; (d) to refuse to issue a certificate of discontinuance under section 213 or a certificate attesting that as of a certain date a corporation exists under subsection 290(2); (e) to issue, or to refuse to issue, a certificate of revival under section 219, or to impose terms for revival; (f) to dissolve a corporation under section 222; (g) to correct, or to refuse to correct, articles, a certificate or other document under section 288; (h) to cancel, or to refuse to cancel, the articles and any related certificate under section 289; or. (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. (2) Subsection 283(3) of the Act is replaced by the following: (3) The Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received under section 276 and other prescribed documents or prescribed class of documents — after the end of the prescribed period for the keeping or production of the document or class of documents. (4) The application is not invalid solely because the Corporation is incorporated by an Act of Parliament. (3) If so requested by the member who submits a proposal, the corporation shall include in the notice of meeting a statement in support of the proposal by the member and the name and address of the member. (3) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of the creditor or member. (8) From the date of continuance of a body corporate as a corporation under this Act. (7) No corporation or person acting on its behalf incurs any liability by reason only of complying with this section. (b) is otherwise precluded from impugning the effectiveness of an unauthorized endorsement. action means an action under this Act. (poursuite). On September 28, 2016, Bill C-25 An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Actwas introduced. (3) On application, the Director may exempt a trust indenture from the application of this Part if the trust indenture, the debt obligations issued under it and the security interest effected by it are subject to a law of a province or a country other than Canada that is substantially equivalent to this Part. 165 (1) Subject to section 171 and the by-laws, voting at a meeting of members shall be by show of hands, except if a ballot is demanded by a member entitled to vote at the meeting. (c) the contract or transaction was reasonable and fair to the corporation when it was approved or confirmed. Marginal note:Functions of receiver or sequestrator. (2) Each director named in the notice holds office from the issue of the certificate of incorporation until the first meeting of members. 182 (1) Members of a designated corporation may resolve not to appoint a public accountant, but the resolution is not valid unless all the members entitled to vote at an annual meeting of members consent to the resolution. (7) Members that are party to a unanimous member agreement may not vote in accordance with section 171 when exercising the authority delegated to them under the agreement. (9) On the application of a member submitting a proposal who is aggrieved by the refusal, a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit. (2) If documents are kept by the Director otherwise than in written form, (a) the Director shall furnish any copy required to be furnished under subsection 279(2) in intelligible form; and. (7) On receipt of a certified copy of the order referred to in subsection (5), the Director shall issue a certificate of dissolution. 141 (1) A director or an officer of a corporation shall disclose to the corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or of committees of directors, the nature and extent of any interest that the director or officer has in a material contract or material transaction, whether made or proposed, with the corporation, if the director or officer. (3) No person shall act for an absent director at a meeting of directors. 37 (1) The following definitions apply in this Part. Innovation, Science and Economic Development Canada, Annual meetings of federal businesses, not-for-profits and cooperatives during COVID-19 in 2021, all not-for-profit corporations are the same, Changing the structure or nature of the corporation. 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