Bill C-21

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First Reading

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INVESTIGATION

Investigation

240. (1) On the application of a member, a debt obligation holder or the Director, ex parte or on any notice that the court requires, a court having jurisdiction in the place where a corporation has its registered office may direct an investigation to be made of the corporation and any of its affiliated corporations and may

(a) appoint an inspector to conduct the investigation or replace an inspector and fix the remuneration of the inspector or their replacement;

(b) determine the notice to be given to any interested person or dispense with notice to any person;

(c) subject to section 242, authorize an inspector to enter any place if the court is satisfied that there are reasonable grounds to suspect that there is relevant information in that place and to examine any thing and make copies of any document or record found there;

(d) require any person to produce documents or records to an inspector;

(e) authorize an inspector to conduct a hearing, administer oaths and examine any person on oath, and make rules for the conduct of the hearing;

(f) require any person to attend a hearing conducted by an inspector and to give evidence on oath;

(g) give directions to an inspector or any interested person on any matter arising in the investigation;

(h) require an inspector to make an interim or final report to the court;

(i) determine whether a report of an inspector should be published and, if so, order the Director to publish the report in whole or in part or to send copies to any person whom the court designates;

(j) require an inspector to discontinue an investigation;

(k) require the corporation to pay the costs of the investigation; and

(l) make any other order that it thinks fit.

Grounds

(2) The court may make an order on an application under subsection (1) only if it appears to the court that

(a) the activities of the corporation or any of its affiliates is or has been carried on with intent to defraud any person;

(b) the activities or affairs of the corporation or any of its affiliates are or have been carried on or conducted, or the powers of the directors are or have been exercised, in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a member or debt obligation holder;

(c) the corporation or any of its affiliates was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose; or

(d) persons concerned with the formation, activities or affairs of the corporation or any of its affiliates have acted fraudulently or dishonestly.

Notice to Director

(3) A member or debt obligation holder who makes an application under subsection (1) shall give the Director reasonable notice of the application and the Director is entitled to appear and be heard in person or by counsel.

No security for costs

(4) An applicant under this section is not required to give security for costs.

Hearings in camera

(5) An ex parte application under this section shall be heard in camera.

Consent to publish proceedings required

(6) No person shall publish anything relating to ex parte proceedings under this section except with the authorization of the court or the written consent of the corporation being investigated.

Power of inspector

241. (1) An inspector under this Part has the powers set out in the order appointing the inspector.

Court order

(2) An inspector shall on request produce to an interested person a copy of any order made under subsection 240(1).

Entering dwelling

242. (1) If the place referred to in paragraph 240(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

(b) entry to the dwelling has been refused or there are reasonable grounds for believing that entry will be refused.

Use of force

(2) In acting under the authority of an order that authorizes entry to a dwelling, the inspector named in it shall not use force unless the inspector is accompanied by a peace officer and the use of force has been specifically authorized in the order.

Hearing in camera

243. (1) On the application of an interested person, a court may make an order directing that a hearing conducted by an inspector under this Part be heard in camera or giving directions on any matter arising in the investigation.

Right to counsel

(2) A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel.

Incriminating statements

244. 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.

Exchange of information

245. (1) In addition to the powers set out in the order appointing the inspector, an inspector appointed to investigate a corporation may furnish information to, or exchange information and otherwise cooperate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, any allegation of improper conduct that is the same as or similar to the conduct described in subsection 240(2).

Restriction

(2) An inspector shall not furnish information that was obtained from any person in the course of an investigation under this Part to a public official outside Canada unless the inspector is satisfied that the information will not be used against that person in any proceeding instituted against that person for an offence.

Absolute privilege — defamation

246. (1) Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege.

Copy of report

(2) An inspector shall send to the Director a copy of every report made by the inspector under this Part.

Solicitor-client privilege

247. Nothing in this Part shall be construed as affecting the privilege between legal counsel and their clients.

PART 16

REMEDIES, OFFENCES AND PUNISHMENT

Definitions

248. The following definitions apply in this Part.

“action”
« poursuite »

“action” means an action under this Act.

“complainant”
« plaignant »

“complainant” means

(a) a former or present member or debt obligation holder of a corporation or any of its affiliates;

(b) a present or former registered holder or beneficial owner of a share of an affiliate of a corporation;

(d) the Director; or

(e) any other person who, in the discretion of a court, is a proper person to make an application under this Part.

Derivative action

249. (1) On the application of a complainant, a court may make an order granting the complainant leave to bring an action in the name of and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which such a body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on its behalf.

Conditions precedent

(2) The court may not make an order under subsection (1) unless the court is satisfied that

(a) the complainant has given notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court under subsection (1) within the prescribed period before bringing the application, or as otherwise ordered by the court, if the directors of the corporation or its subsidiary do not bring the action, prosecute or defend it diligently or discontinue it;

(b) the complainant is acting in good faith; and

(c) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.

Faith-based defence

(3) The court may not make an order under subsection (1) if the court is satisfied that

(a) the corporation is a religious corporation;

(b) the decision of the directors referred to in paragraph (2)(a) is based on a tenet of faith held by the members of the corporation; and

Powers of court

250. In connection with an action brought or intervened in as a result of an application under subsection 249(1), the court may at any time make

(a) an order authorizing the complainant or any other person to control the conduct of the action;

(b) an order giving directions for the conduct of the action;

(c) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former or present shareholders, members and debt obligation holders of the corporation or its subsidiary instead of to the corporation or its subsidiary;

(d) an order requiring the corporation or its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action; and

(e) any other order that it thinks fit.

Application to court re oppression

251. (1) On the application of a complainant, a court may make an order if it is satisfied that, in respect of a corporation or any of its affiliates, any of the following is oppressive or unfairly prejudicial to or unfairly disregards the interests of any shareholder, creditor, director, officer or member, or causes such a result:

(a) any act or omission of the corporation or any of its affiliates;

(b) the conduct of the activities or affairs of the corporation or any of its affiliates; or

Faith-based defence

(2) The court may not make an order if the court is satisfied that

(a) the corporation is a religious corporation;

(b) the act or omission, the conduct or the exercise of powers is based on a tenet of faith held by the members of the corporation; and

(c) it was reasonable to base the act or omission, the conduct or the exercise of powers on the tenet of faith, having regard to the activities of the corporation.

Powers of court

(3) The court may make any interim or final order that it thinks fit, including an order

(a) restraining the conduct complained of;

(b) appointing a receiver or receiver-manager;

(c) with respect to a corporation’s affairs, requiring the amendment of the articles or by-laws or the creation or amendment of a unanimous member agreement;

(d) directing an issue or exchange of memberships, debt obligations or securities;

(e) appointing directors in place of or in addition to all or any of the directors then in office;

(f) directing a corporation, subject to subsection (5), or any other person, to purchase the debt obligation of a debt obligation holder;

(g) directing a corporation, subject to subsection (5), or any other person, to pay a member all or part of the amount that the member paid for their membership;

(h) varying or setting aside a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract;

(i) requiring a corporation, within a time specified by the court, to produce to the court or an interested person financial statements in the form required by section 172 or an accounting in any other form that the court may determine;

(j) compensating an aggrieved person;

(k) directing rectification of the registers or other records of a corporation under section 253;

(l) liquidating and dissolving a corporation;

(m) directing an investigation under Part 15 to be made; and

(n) requiring the trial of any issue.

Duty of directors

(4) If an order directs amendment of the articles or by-laws of a corporation,

(a) the directors shall immediately comply with subsection 213(4); and

(b) no other amendment to the articles or by-laws shall be made without the consent of the court, until a court otherwise orders.

Limitation

(5) A corporation shall not make a payment to a member under paragraph (3)(f) or (g) if there are reasonable grounds for believing that, after that payment,

(a) the corporation is or would be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would be less than the aggregate of its liabilities.

Alternative order

(6) An applicant under this section may apply in the alternative for an order under section 222.

Evidence of members’ approval not decisive

252. (1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or might be approved by the members of that body corporate, but evidence of approval by the members may be taken into account by the court in making an order under section 222, 250 or 251.

Court approval to discontinue

(2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by the stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.

No security for costs

(3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.

Interim costs

(4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable for those interim costs on final disposition of the application or action.

Application to court to rectify records

253. (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a debt obligation holder, director, officer or member of the corporation or any aggrieved person may apply to a court for an order that the registers or records be rectified.

Notice to Director

(2) An applicant 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.

Powers of court

(3) On an application under this section, the court may make

(a) an order requiring the registers or other records of the corporation to be rectified;

(b) an order restraining the corporation from calling or holding a meeting of members before that rectification;

(c) an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation;

(d) an order compensating a party who has incurred a loss; and

(e) any other order that it thinks fit.

Application for directions

254. 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.

Notice of refusal by Director

255. (1) If the Director refuses to accept any document that takes effect under this Act on its acceptance or on the issuance of a certificate or other document, the Director shall, within the prescribed period, give written notice of the refusal to the person who sent the document, giving reasons.

Deemed refusal

(2) If the Director does not, within the prescribed period, accept the document, issue the certificate or other document or give the notice of refusal, the Director is deemed for the purposes of section 256 to have refused the document.

Appeal from Director’s decision

256. 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;

(d) to refuse to issue a certificate of discontinuance under section 211 or a certificate attesting that as of a certain date a corporation exists under subsection 288(2);

(e) to issue, or to refuse to issue, a certificate of revival under section 217, or to impose terms for revival;

(f) to dissolve a corporation under section 220;

(g) to correct, or to refuse to correct, articles, a notice, a certificate or other document under section 286;

(h) to cancel, or to refuse to cancel, the articles and any related certificate under section 287; or

(i) to grant, or to refuse to grant, an application made under subsection 2(6), 25(1) or (2), 105(3), 162(5) or 171(2) or section 173 or 269.

Compliance or restraining order

257. 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, mandatary, public accountant, trustee, receiver, receiver-manager or liquidator of a corporation to comply with this Act, the regulations or the articles, 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.

Summary application to court

258. Where this Act states that a person may apply to a court, the application may be made in a summary manner by petition, originating notice of motion, or otherwise as the rules of the court provide, and subject to any order respecting notice to interested parties or costs or any other order that the court thinks fit.

Appeal of final order

259. (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.

Appeal with leave

(2) An appeal lies to the court of appeal of a province from any order other than a final order made by a court of that province, only with leave of the court of appeal.

Offence

260. (1) Every person who contravenes a provision of this Act or the regulations is guilty of an offence and is liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both.

Offences with respect to reports

(2) A person who makes, or assists in making, a false or misleading statement in a document required under this Act or the regulations to be sent to the Director or to any other person is guilty of an offence and liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both.

Offence — use of information

(3) A person who uses information obtained from a register of members or debt obligation holders or a list of members or debt obligation holders required under this Act for a purpose other than those specified in sections 22, 23 and 108 without the written permission of the member or debt obligation holder about whom information is being used is guilty of an offence and liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both.

Officers, etc., of bodies corporate

(4) If a body corporate commits an offence under this section, any director or officer of the body corporate who authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both, whether or not the body corporate has been prosecuted or convicted.

Due diligence

(5) No person shall be convicted of an offence under this section if the person establishes that they exercised due diligence to prevent the commission of the offence.

Order to comply

261. (1) Where a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted.

Limitation period

(2) A prosecution for an offence under this Act may be instituted at any time within but not later than two years after the time when the subject-matter of the complaint arose.

Civil remedy not affected

(3) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.

PART 17

DOCUMENTS IN ELECTRONIC OR OTHER FORM

Definitions

262. The following definitions apply in this Part.

“electronic document”
« document électronique »

“electronic document” means, except in section 267, 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.

“information system”
« système d’information »

“information system” means a system used to generate, send, receive, store or otherwise process an electronic document.

Application

263. 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.

Use not mandatory

264. (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document.

Consent and other requirements

(2) Despite anything in this Part, a requirement under this Act or the regulations to provide a person with information, including information in a notice or other document, is not satisfied by the provision of an electronic document unless

(a) the addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; and

(b) either the electronic document is provided to the designated information system or any other prescribed action is taken.

Revocation of consent

(3) An addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed.

Creation and provision of information

265. 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

(a) the by-laws or the articles of the corporation do not otherwise provide; and

(b) the regulations, if any, have been complied with.

Creation of information in writing

266. (1) A requirement under this Act or the regulations that information, including information in a notice or other document, be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions in section 265,

(a) the information in the electronic document is accessible so as to be usable for subsequent reference; and

(b) the regulations pertaining to this subsection, if any, have been complied with.

Provision of information in writing

(2) A requirement under this Act or the regulations that information, including information in a notice or other document, be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 265,

(a) the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; and

(b) the regulations pertaining to this subsection, if any, have been complied with.

Copies

(3) A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of an electronic document.

Registered mail

(4) A requirement under this Act or the regulations to provide a document by registered mail cannot be satisfied by means of an electronic document unless the regulations so prescribe and, in such case, only in accordance with the prescribed requirements.

Statutory declarations and affidavits

267. (1) A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if

(a) the person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature;

(b) the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; and

Definitions

(2) For the purposes of this section, “electronic document” and “secure electronic signature” have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

Clarification

(3) For the purpose of complying with paragraph (1)(c), the references to an “electronic document” in sections 264 to 266 are to be read as references to an electronic document as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

Signatures

268. 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:

(a) the signature resulting from the use by the person of the technology or process is unique to the person;

(b) the technology or process is used by the person to incorporate, attach or associate the person’s signature to the electronic document; and

Application for dispensation

269. 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.

PART 18

GENERAL

Notice, Certificates and Other Documents

Notice to directors and members

270. (1) A notice or other document required by this Act, the regulations, the articles or the by-laws to be sent to a member or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,

(a) the member at the member’s latest address as shown in the records of the corporation; and

(b) the director at the director’s latest address as shown in the records of the corporation or in the last notice that was sent by the corporation in accordance with section 129 or 135 and received by the Director.

Effect of notice

(2) A director whose name appears on the last notice that was sent by a corporation in accordance with section 129 or 135 and received by the Director is presumed for the purposes of this Act to be a director of the corporation.

Deemed receipt

(3) A notice or other document sent in accordance with subsection (1) to a member or director of a corporation is deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the member or director did not receive the notice or document at that time or at all.

Undelivered notices

(4) If on two consecutive occasions a notice or other document sent to a member in accordance with subsection (1) is returned because the member cannot be found, the corporation is not required to send any further notices or documents to the member until the member informs the corporation in writing of the member’s new address.

Notice to and service on a corporation

271. 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.

Waiver of notice

272. 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.

Certificate of corporation

273. (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous member agreement, the minutes of the meetings of the directors, a committee of directors or the members, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director or an officer of the corporation.

Evidence of contents of certificate, certified extract and certified copy

(2) In the absence of evidence to the contrary, the following documents, when introduced as evidence in any civil, criminal or administrative action or proceeding, are proof of their contents:

(a) a certificate referred to in subsection (1);

(b) a document certified to be a true extract from the corporation’s register of directors, officers, members and debt obligation holders; and

(c) a document certified to be a true copy of minutes, or of an extract from minutes, of a meeting of members or directors or a committee of directors of the corporation.

Proof of authenticity

(3) A document that appears to be a certificate, certified extract or certified copy referred to in subsection (2) is presumed, in the absence of evidence to the contrary, to be authentic.

Proof of membership or debt obligation

(4) An entry of a person’s name in a register of members or debt obligation holders of a corporation, or an entry in a debt obligation certificate issued by a corporation, is, in the absence of evidence to the contrary, proof that the person holds the membership or debt obligation described in the register or in the certificate.

Definition of “statement”

274. (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 219.

Sending of articles and statements

(2) If this Act requires that articles or a statement relating to a corporation be sent to the Director,

(a) the articles or statement shall be signed by a director or an officer of the corporation or, in the case of articles of incorporation, by an incorporator; and

(b) on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall

(i) record the date of receipt,

(ii) issue the appropriate certificate,

(iii) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary, and

(iv) publish a notice of the issuance of the certificate in a publication generally available to the public.

Date of certificate

(3) A certificate referred to in subsection (2) issued by the Director may be dated as of the day the Director receives the articles, statement or court order under which the certificate is issued or as of any later day specified by the court or person who signed the articles or statement.

Date of certificate

(4) Despite subsection (3), a certificate of discontinuance may be dated as of the day on which the corporation amalgamates, or is continued, under another Act.

Exception — failure to comply with Act

(5) The Director may refuse to issue the certificate if a notice that is required by section 20 or 129 or by subsection 135(1) indicates that the corporation, after the issuance of the certificate, would not be in compliance with this Act.

Signature

275. (1) A signature required on a certificate issued by the Director under this Act may be printed or otherwise mechanically reproduced on the certificate.

Authority to sign notices

(2) A notice required by subsection 20(2) or (3), 129(1) or 135(1), and the annual return required by section 276, may be signed by any individual who has the relevant knowledge of the corporation and who is authorized to do so by the directors, or, in the case of the notice required by subsection 20(2) or 129(1), the incorporators.

Execution of documents

(3) 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. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act.

Annual return

276. Every corporation shall send to the Director an annual return in the form and on the date that the Director fixes.

Inspection

277. (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or extracts from a document required by this Act or the regulations to be sent to the Director, except extracts obtained under subsection 24(1), a members or debt obligation holders list obtained under subsection 24(2) and a report sent to the Director under subsection 246(2).

Copies or extracts

(2) The Director shall, on request, furnish any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).

Payment of fees

278. 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.

Director

Appointment of Director

279. 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.

Content and form of notices and documents

280. 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, including

(a) the notices and documents that may be transmitted in electronic or other form;

(b) the persons or classes of persons who may transmit the notices and documents;

(c) their signature in electronic or other form, or the actions that are to have the same effect for the purposes of this Act as their signature;

(d) the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received; and

(e) any matter necessary for the purposes of the application of this section.

Records of Director

281. (1) Documents received and accepted by the Director under this Act shall be kept by the Director in any form.

Obligation to furnish

(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 277(2) in intelligible form; and

(b) a report respecting those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.

Retention of records

(3) The Director is not required to keep or produce any document, other than a certificate and attached articles or statement received under section 274, after the expiration of the prescribed period.

Proof required by Director

282. (1) The Director may require that a document required by this Act or the regulations to be sent to the Director or a fact stated in such a document be verified in accordance with subsection (2).

Form of proof

(2) A document or fact required by the Director or by this Act to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

Dispensation

283. 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 them required under this Act to be so sent if the Director is satisfied that

(a) information similar to what would be contained in the notice or other document or class of them is contained in a document or a class of documents that is required to be made public under any other Act of Parliament or any Act of the legislature of a province; and

(b) doing so would be in conformity with any prescribed requirements.

Certificate of Director

284. (1) The Director shall sign any certificate or certification of fact that the Director is, under this Act, required or authorized to issue.

Evidence of contents of certificate or certified copy

(2) Except in a proceeding under section 221, a certificate issued by the Director under this Act or a copy of a document certified by the Director to be a true copy is conclusive proof in any civil, criminal or administrative action or proceeding of its contents.

Evidence of contents of certification of fact

(3) A certification of fact by the Director is, in the absence of evidence to the contrary, proof in any civil, criminal or administrative action or proceeding of its contents.

Proof of authenticity

(4) A document that appears to be a certificate or certified copy referred to in subsection (2) or a certification of fact referred to in subsection (3) is presumed, in the absence of evidence to the contrary, to be authentic.

Alteration

285. 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.

Corrections initiated by Director

286. (1) If there is an error in the articles, a certificate or other document except one required by section 20 or 129, subsection 135(1) or section 276, the directors or members of the corporation shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act and take any other steps that the Director reasonably requires so that the Director can correct the document.

No prejudice

(2) Before proceeding under subsection (1), the Director shall be satisfied that the correction would not prejudice any of the members or creditors of the corporation.

Corrections initiated by the corporation

(3) The Director may, at the request of the corporation or of any other interested person, correct any of the documents referred to in subsection (1) if

(a) the correction is approved by the directors of the corporation, or the error is obvious on the face of the document or was made by the Director; and

(b) the Director is satisfied that the correction would not prejudice any of the members or creditors of the corporation and that it reflects the original intention of the corporation or the incorporators.

Application to court

(4) On the application of the Director, the corporation or any other interested person, a court may

(a) order the correction of any of the documents referred to in subsection (1);

(b) determine the rights of members or creditors of the corporation; and

Notice to Director of application

(5) An applicant under subsection (4) other than the Director shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

Director may require surrender of document

(6) The Director may demand the surrender of the original document and may issue a corrected certificate.

Date of corrected document

(7) A corrected document shall bear the date of the document it replaces unless

(a) the correction is made with respect to the date of the document, in which case the document shall bear the corrected date; or

(b) a court decides otherwise.

Notice

(8) If a corrected certificate materially amends the terms of the original certificate, the Director shall without delay publish notice of the correction in a publication generally available to the public.

Cancellation of articles by Director

287. (1) In the prescribed circumstances, the Director may cancel the articles and any related certificate of a corporation.

No prejudice

(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.

Request to Director to cancel articles

(3) In the prescribed circumstances, the Director may, at the request of a corporation or of any other interested person, cancel the articles and any related certificate of the corporation if

(a) the cancellation is approved by the directors of the corporation; and

(b) the Director is satisfied that the cancellation would not prejudice any of the members or creditors of the corporation and that the cancellation reflects the original intention of the corporation or the incorporators.

Application to court

(4) On the application of the Director, the corporation or any other interested person, a court may

(a) order the cancellation of articles of a corporation and any related certificate;

(b) determine the rights of members or creditors of the corporation; and

Notice to Director

(5) An applicant under subsection (4) other than the Director shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

Return of certificate

(6) The Director may demand the surrender of a cancelled certificate.

Certificate

288. (1) The Director may provide any person with a certificate stating that a corporation

(a) has sent to the Director a document required to be sent under this Act;

(b) has paid all required fees; or

Director may refuse to issue certificate of existence

(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.

Form of publication

289. 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.

Power to make inquiries

290. The Director may make inquiries of any person relating to compliance with this Act.

Regulations

291. (1) The Governor in Council may make regulations

(a) prescribing any matter required or authorized by this Act to be prescribed;

(b) requiring the payment of a fee in respect of the receipt, acceptance, examination, issuance or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;

(c) respecting the payment of fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;

(d) prescribing, for the purposes of paragraph 163(6)(e), the minimum amount of support required in relation to the number of times that a substantially similar proposal was submitted to members within the prescribed period;

(e) respecting applications made under subsection 2(6), 25(1) or (2), 105(3), 162(5) or 171(2) or section 173 or 269 including prescribing the form and manner of, and time for, making the applications, the information and evidence to be submitted in connection with the applications, the procedure to be followed in the consideration of the applications, the factors to be taken into account in their consideration and, if applicable, any conditions that may or must form part of decisions on the applications;

(f) prescribing any matter necessary for the purposes of the application of Part 17, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;

(g) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; and

(h) prescribing, for the purposes of subsections 165(3) and (4), the manner of, and conditions for, voting at a meeting of members by means of a telephonic, electronic or other communication facility.

Incorporation by reference

(2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.

Incorporated material is not a regulation

(3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

PART 19

SPECIAL ACT BODIES CORPORATE WITHOUT SHARE CAPITAL

Application to special Act bodies corporate

292. Part 3, subsections 160(1) and 168(1) and sections 210, 219 to 221 and 276 apply to any body corporate without share capital incorporated by a special Act of Parliament as if it were a corporation under this Act and any reference in those provisions to the articles of a corporation shall be read as a reference to the body’s incorporating statute.

Report listing incorporating Acts for dissolved bodies corporate

293. (1) The Minister may cause to be laid before both Houses of Parliament a report listing every special Act of Parliament by which a body corporate without share capital that was later dissolved under any of sections 219 to 221 was incorporated.

Referral to committee

(2) The report shall be referred to a committee of each House, or a joint committee of both Houses, that is designated or established for the purpose of reviewing it.

Repeal of Acts

(3) Every Act listed in the report — unless the Act is the subject of a resolution to the contrary of any committee to which the report is referred — is repealed on the day that is one year after the later of the day on which the report is laid before the Senate and the day on which it is laid before the House of Commons.

Publication in the Canada Gazette

(4) The Minister shall, within 60 days after their repeal, publish in the Canada Gazette a list of every Act repealed under subsection (3).

Change of name

294. (1) A body corporate without share capital incorporated by a special Act of Parliament 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.

Certificate and notice

(2) On receipt of the notice, the Director shall issue a certificate of change of name and give notice of the change as soon as practicable in a publication generally available to the public.

Effective date

(3) A change of name becomes effective on the date shown in the certificate.

Alternate name

(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. The body corporate may use and may be legally designated by any such form.

Prohibited names

(5) A body corporate shall not change its name to, or carry on activities under or identify itself by, a name that would not be permitted under subsection 13(1) if it were a corporation.

Directing change of name

(6) The Director may direct a body corporate to change its name in accordance with subsection (1) if, through inadvertence or otherwise, the body corporate, under this section, has acquired a name that does not comply with subsection (4) or (5).

Undertaking to dissolve or change name

(7) If a body corporate acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the body corporate to change its name in accordance with subsection (1), unless the undertaking is honoured within the prescribed period referred to in subsection (8).

Revoking name

(8) If a body corporate has not followed a directive under subsection (6) or (7) within the prescribed period, the Director may revoke the name of the body corporate and assign a name to it and, until changed in accordance with subsection (1), the name of the body corporate is the name assigned by the Director.

PART 20

TRANSITIONAL, CONSEQUENTIAL AND COMMENCEMENT PROVISIONS

Transitional Provisions

Application for continuance

295. (1) A body corporate to which Part II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970 (in this section and sections 296 and 297 referred to as the “Canada Corporations Act”) applies, other than a body corporate that is subject to a winding-up order made under the Winding-up and Restructuring Act before this section comes into force, shall apply for a certificate of continuance under section 209.

Fees not payable

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

Time limit for continuance

(3) Despite any provision of the Canada Corporations Act, a body corporate referred to in subsection (1) that does not apply for a certificate of continuance under section 209 within three years after the coming into force of this section may be dissolved by the Director in accordance with section 220.

No incorporation or continuance

296. After the coming into force of this section, no body corporate may be incorporated or continued under Part II of the Canada Corporations Act.

Deeming provision

297. Any reference to Part III of the Canada Corporations Act in any Act of Parliament is deemed to be a reference to Part 19 of this Act.

Review of Act

298. (1) Within ten years after the day on which this section comes into force, the Minister shall cause to be laid before both Houses of Parliament a report on the provisions and operation of this Act, including any recommendations for amendments to those provisions.

Reference to parliamentary committee

(2) The report stands referred to the committee of the Senate, the House of Commons or both Houses of Parliament that is designated or established for that purpose, which shall

(a) as soon as possible after the laying of the report, review the report; and

(b) report to the Senate, the House of Commons or both Houses of Parliament, as the case may be, within one year after the laying of the report of the Minister, or any further time authorized by the Senate, the House of Commons or both Houses of Parliament.

Consequential Amendments

1980-81-82-83, c. 85

An Act to incorporate the Jules and Paul-Émile Léger Foundation

299. Section 20 of An Act to incorporate the Jules and Paul-Émile Léger Foundation is replaced by the following:

Application

20. Sections 3 and 21 of this Act and Part 19 of the Canada Not-for-profit Corporations Act apply, with any modifications that the circumstances require, to every subsidiary corporation incorporated under subsection 17(1).

1984, c. 60

An Act to provide for the creation by amalgamation of The Wesleyan Church of Canada

300. Section 8 of An Act to provide for the creation by amalgamation of The Wesleyan Church of Canada is replaced by the following:

Canada Not-for-profit Corporations Act to apply

8. The Canada Not-for-profit Corporations Act applies to the Church in all matters not provided for in this Act as if the Church had been incorporated under that Act.

1991, c. 46

Bank Act

2001, c. 9, s. 121

301. Subsection 455.1(1) of the Bank Act is replaced by the following:

Designation of complaints body

455.1 (1) The Minister may, for the purposes of this section, designate a body corporate incorporated under Part II of the Canada Corporations Act or under the Canada Not-for-profit Corporations Act whose purpose, in the view of the Minister, is dealing with complaints, made by persons having requested or received products or services from its member financial institutions, that have not been resolved to the satisfaction of those persons under procedures established by those financial institutions under paragraph 455(1)(a).

1997, c. 26

Budget Implementation Act, 1997

302. Subsection 8(1) of the Budget Implementation Act, 1997 is replaced by the following:

Acts not applying to foundation

8. (1) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the foundation.

1998, c. 21

Budget Implementation Act, 1998

303. Subsection 7(1) of the Budget Implementation Act, 1998 is replaced by the following:

Acts not applying to Foundation

7. (1) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Foundation.

R.S., c. C-44; 1994, c. 24, s. 1(F)

Canada Business Corporations Act

304. Subsection 3(3) of the Canada Business Corporations Act is amended by adding the following after paragraph (a):

(a.1) the Canada Not-for-profit Corporations Act;

2001, c. 14, s. 133(1)

305. (1) The portion of subsection 268(6) of the Act before paragraph (a) is replaced by the following:

Discretionary continuance

(6) The Governor in Council may, by order, require that a body corporate incorporated by or under an Act of Parliament to which Part I or II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or the Canada Not-for-profit Corporations Act does not apply, apply for a certificate of continuance under section 187 within such period as may be prescribed except for the following:

(2) Subsection 268(10) of the Act is replaced by the following:

Continuance prohibited

(10) A body corporate to which Part II or III of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or the Canada Not-for-profit Corporations Act applies or any similar body corporate incorporated otherwise than by or under an Act of Parliament may not apply for a certificate of continuance under section 187.

1998, c.1

Canada Cooperatives Act

306. Subsection 3(4) of the Canada Cooperatives Act is replaced by the following:

Non-application of certain Acts

(4) No provision of the Canada Business Corporations Act, the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, the Canada Not-for-profit Corporations Act or the Winding-up and Restructuring Act applies to a cooperative.

R.S.C. 1970, c. C-32

Canada Corporations Act

R.S.C. 1970, c. 10 (1st Supp.), s. 26; 1985, c. 26, s. 87; 1986, c. 26, s. 54

307. Part II of the Canada Corporations Act is repealed.

308. Part III of the Act is repealed.

2001, c. 23

Canada Foundation for Sustainable Development Technology Act

309. Subsection 8(3) of the Canada Foundation for Sustainable Development Technology Act is replaced by the following:

Acts not applicable to Foundation

(3) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Foundation.

310. Subsection 35(1) of the Act is replaced by the following:

Designation by Governor in Council

35. (1) The Governor in Council may, by order, designate, for the purposes of this Act, any corporation incorporated under Part II of the Canada Corporations Act, being chapter C-32 of the Revised Statutes of Canada, 1970, or the Canada Not-for-profit Corporations Act.

1997, c. 40

Canada Pension Plan Investment Board Act

311. Subsection 3(4) of the Canada Pension Plan Investment Board Act is replaced by the following:

Acts not applying to Board

(4) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Board.

R.S., c. S-9

Canada Shipping Act

1998, c. 16, s. 20

312. Subsection 727.2(1) of the Canada Shipping Act is replaced by the following:

Canada Not-for-profit Corporations Act

727.2 (1) The CPHQ is deemed to be a corporation to which Part 19 of the Canada Not-for-profit Corporations Act applies.

1997, c. 6

Canadian Food Inspection Agency Act

313. Section 21 of the Canadian Food Inspection Agency Act is replaced by the following:

Object of agreements

21. The agreement referred to in section 20 may authorize the Minister, jointly with one or more provincial governments, to have a corporation incorporated under the Canada Business Corporations Act, the Canada Not-for-profit Corporations Act or an equivalent provincial statute, or to acquire shares or participate in any corporation, in order to implement the agreement.

2000, c. 6

Canadian Institutes of Health Research Act

314. Paragraph 26(c) of the Canadian Institutes of Health Research Act is replaced by the following:

(c) with the approval of the Governor in Council, enter into a partnership, or incorporate by itself or with others a corporation, including a subsidiary of the CIHR, under the Canada Business Corporations Act, the Canada Not-for-profit Corporations Act or provincial legislation, or acquire or dispose of shares in any corporation;

R.S., c. C-21; 2001, c. 9, s. 218

Canadian Payments Act

2001, c. 9, s. 242

315. Subsection 34(2) of the Canadian Payments Act is replaced by the following:

Exemption from certain Acts

(2) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Association.

1984, c. 18

Cree-Naskapi (of Quebec) Act

316. Subsection 23(2) of the Cree-Naskapi (of Quebec) Act is replaced by the following:

Acts not applying to a band

(2) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to a band.

1985, c. 55

Evengelical Lutheran Church in Canada Act

317. Section 13 of the Evangelical Lutheran Church in Canada Act is replaced by the following:

Canada Not-for-profit Corporations Act

13. Despite section 292 of the Canada Not-for-profit Corporations Act, subsections 160(1) and 168(1) of that Act do not apply to the Church.

1995, c. 50

Evangelical Missionary Church (Canada West District) Act

318. Paragraph 7(f) of the Evangelical Missionary Church (Canada West District) Act is replaced by the following:

(f) the by-laws of the Evangelical Missionary Church, Canada West District immediately before the commencement of this Act are the by-laws of the Church until replaced or amended in accordance with the Canada Not-for-profit Corporations Act; and

319. Subsection 8(3) of the Act is replaced by the following:

Ultra vires not applicable

(3) No act of the Church, including a transfer of property to or by the Church, is invalid by reason only that the act or transfer is contrary to its objects or to a provision of this Act or to a provision of the Canada Not-for-profit Corporations Act.

320. Sections 10 and 11 of the Act are replaced by the following:

Governing statute

10. (1) The Canada Not-for-profit Corporations Act applies to the Church in all matters not provided for in this Act as if the Church had been continued in accordance with section 210 of that Act.

Change of name, head office or objects

(2) Despite subsection 4(1) and sections 5 and 6, the name of the Church or the place of its head office may be changed under the Canada Not-for-profit Corporations Act and the objects of the Church may be changed in accordance with the requirements of that Act respecting a change in the statement of the mission of a corporation.

Application of governing statute

11. Despite subsection 10(1), sections 10, 13, 14, 16, 17, 21, 23 and 54, subsections 154(3) and 160(1), sections 161, 162 and 167, subsection 168(1), sections 218, 219 and 221, subsection 237(5) and Part 15 of the Canada Not-for-profit Corporations Act do not apply in respect of the Church.

R.S., c. F-11

Financial Administration Act

321. Section 104 of the Financial Administration Act is replaced by the following:

Act not applicable

104. The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to a parent Crown corporation.

1992, c. 53

Gwich’in Land Claim Settlement Act

1994, c. 27, s. 12

322. Section 8.1 of the Gwich’in Land Claim Settlement Act is repealed.

1991, c. 47

Insurance Companies Act

2001, c. 9, s. 358

323. Paragraph 39(1.1)(a) of the Insurance Companies Act is replaced by the following:

(a) apply, under section 210 of the Canada Not-for-profit Corporations Act, for a certificate of continuance under that Act; or

Explanatory Notes

An Act to incorporate the Jules and Paul-Émile Léger Foundation

Clause 299: Existing text of section 20:

20. Sections 3 and 21 of this Act and Part III of the Canada Corporations Act apply, with such modifications as the circumstances require, to every subsidiary corporation incorporated pursuant to subsection 17(1).

An Act to provide for the creation by amalgamation of The Wesleyan Church of Canada

Clause 300: Existing text of section 8:

8. Part II of the Canada Corporations Act applies to the Church in all matters not provided for herein as if it had been incorporated thereunder.

Bank Act

Clause 301: Existing text of subsection 455.1(1):

455.1 (1) The Minister may, for the purposes of this section, designate a body corporate incorporated under Part II of the Canada Corporations Act whose purpose, in the view of the Minister, under its letters patent is dealing with complaints, made by persons having requested or received products or services from its member financial institutions, that have not been resolved to the satisfaction of those persons under procedures established by those financial institutions under paragraph 455(1)(a).

Budget Implementation Act, 1997

Clause 302: Existing text of subsection 8(1):

8. (1) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to the foundation.

Budget Implementation Act, 1998

Clause 303: Existing text of subsection 7(1):

7. (1) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to the Foundation.

Canada Business Corporations Act

Clause 304: Relevant portion of subsection 3(3):

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

Clause 305: (1) Relevant portion of subsection 268(6):

(6) The Governor in Council may, by order, require that a body corporate incorporated by or under an Act of Parliament to which Part I or II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply, apply for a certificate of continuance under section 187 within such period as may be prescribed except for the following:

(2) Existing text of subsection 268(10):

(10) A body corporate to which Part II or Part III of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applies or any similar body corporate incorporated otherwise than by or under an Act of Parliament may not apply for a certificate of continuance under section 187.

Canada Cooperatives Act

Clause 306: Existing text of subsection 3(4):

(4) No provision of the Canada Business Corporations Act, the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or the Winding-up and Restructuring Act applies to a cooperative.

Canada Corporations Act

Clause 307: Existing text of Part II:

PART II

CORPORATIONS WITHOUT SHARE CAPITAL

153. This Part applies to all corporations incorporated under it and to all corporations incorporated under section 7A of the Companies Act Amending Act, 1917, or to which supplementary letters patent have been issued under subsection (5) of that section and all corporations incorporated under section 8 of the Companies Act, chapter 27 of the Revised Statutes of Canada, 1927, or to which supplementary letters patent have been issued under subsection (5) of that section of that Act.

154. (1) The Minister may by letters patent under his seal of office grant a charter to any number of persons, not being fewer than three, who apply therefor, constituting the applicants and any other persons who thereafter become members of the corporation thereby created, a body corporate and politic, without share capital, for the purpose of carrying on, without pecuniary gain to its members, objects, to which the legislative authority of the Parliament of Canada extends, of a national, patriotic, religious, philanthropic, charitable, scientific, artistic, social, professional or sporting character, or the like objects.

(2) Nothing in this Part shall be construed to authorize the corporation to issue any note payable to the bearer thereof or any promissory note intended to be circulated as money or as the note of a bank, or to engage in the business of banking or insurance.

155. (1) The applicants for such letters patent, who shall be of the full age of eighteen years and have power under law to contract, shall file in the Department an application signed by each of the applicants and setting forth the following particulars:

(a) the proposed name of the corporation;

(b) the purposes for which its incorporation is sought;

(d) the names in full and the address and calling of each of the applicants; and

(e) the names of the applicants, not less than three, who are to be the first directors of the corporation.

(2) The application shall be accompanied by the by-laws, in duplicate, of the proposed corporation, which by-laws shall include provisions upon the following matters:

(a) conditions of membership, including societies or companies becoming members of the corporation;

(b) mode of holding meetings, provision for quorum, rights of voting and of enacting by-laws;

(c) mode of repealing or amending by-laws with special provision that the repeal or amendment of by-laws not embodied in the letters patent shall not be enforced or acted upon until the approval of the Minister has been obtained;

(d) appointment and removal of directors, trustees, committees and officers, and their respective powers and remuneration;

(e) audit of accounts and appointment of auditors;

(f) whether or how members may withdraw from the corporation; and

(g) custody of the corporate seal and certifying of documents issued by the corporation.

(3) The applicants may ask to have embodied in the letters patent any provision which could under this Part be contained in any by-law of the corporation.

156. Any existing corporation without share capital created by or under any Act of the Parliament of Canada, for any of the purposes or objects set forth in section 154, may apply for the issue of letters patent creating it a corporation under this Part, and upon the issue of such letters patent the provisions of this Part and those provisions of Part I, enumerated in section 157, apply to the corporation created thereby.

157. (1) The following provisions of Part I apply to corporations to which this Part applies, namely:

(a) sections 3 and 4, section 5.6, section 6, sections 9 to 12 and section 15;

(b) section 16 (except paragraph (1)(r) thereof) and subsections 20(1), (3), (4) and (5);

(c) sections 21 to 24, subsection 25(2), paragraph 25(3)(b), sections 27 to 33, section 43, sections 65 to 73, sections 93, 98, 99, 102 and 106;

(d) paragraphs 109(1)(a) to (d); and

(e) sections 111.1, 112 to 117, sections 130 to 133 and sections 138 to 152.

(2) [Repealed, R.S., 1970, c. 10(1st Supp.), s. 26]

(3) In construing the sections of Part I made applicable to corporations under this Part,

“shareholder” means a member of such corporation;

“the company” or “a company” means a corporation to which this Part applies.

157.1 (1) Sections 222 to 227, 229 to 233 and 235 of the Canada Business Corporations Act apply, with such modifications as the circumstances require, in respect of corporations to which this Part applies.

(2) In construing the sections of the Canada Business Corporations Act made applicable to corporations under this Part, “security holder”, or “registered holder or beneficial owner” in relation to a security, means a member of a corporation to which this Part applies.

(3) A Director or Deputy Director appointed under section 253 of the Canada Business Corporations Act may, for the purpose of giving effect to this section with respect to the application of sections 222 to 227, 229 to 233 and 235 of that Act, exercise the powers and perform the functions and duties of the Director under those sections.

Clause 308: Existing text of Part III:

PART III

SPECIAL ACT CORPORATIONS

158. Sections 102, 133 and 150 apply to any corporation without share capital incorporated by Special Act of the Parliament of Canada for the purpose of carrying on, without pecuniary gain to its members, objects, to which the legislative authority of the Parliament of Canada extends, of a national, patriotic, religious, philanthropic, charitable, scientific, artistic, social, professional or sporting character, or the like objects.

159. (1) A corporation referred to in section 158 may apply for letters patent under Part II if at the time of its application the corporation is carrying on its affairs, and the Minister may issue letters patent continuing it as a corporation under Part II and thereafter Part II applies to the corporation as if it had been incorporated thereunder.

(2) Where a corporation applies for letters patent under this section, the Minister may, by the letters patent, limit or extend the powers of the corporation, name its directors and change its corporate name, if the applicants so desire.

(3) Sections 9 and 10 apply in respect of the issue of letters patent authorized under this section.

Canada Foundation for Sustainable Development Technology Act

Clause 309: Existing text of subsection 8(3):

(3) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to the Foundation.

Clause 310: Existing text of subsection 35(1):

Canada Pension Plan Investment Board Act

Clause 311: Existing text of subsection 3(4):

(4) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to the Board.

Canada Shipping Act

Clause 312: Existing text of subsection 727.2(1):

727.2 (1) The CPHQ is deemed to be a corporation to which section 158 of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, applies.

Canadian Food Inspection Agency Act

Clause 313: Existing text of section 21:

21. The agreement referred to in section 20 may authorize the Minister, jointly with one or more provincial governments, to have a corporation incorporated under the Canada Business Corporations Act, the Canada Corporations Act or an equivalent provincial statute, or to acquire shares or participate in any corporation, in order to implement the agreement.

Canadian Institutes of Health Research Act

Clause 314: Relevant portion of section 26:

26. The CIHR may, for the purpose of achieving its objective,

...

(c) with the approval of the Governor in Council, enter into a partnership, or incorporate by itself or with others a corporation, including a subsidiary of the CIHR, under the Canada Business Corporations Act, the Canada Corporations Act or provincial legislation, or acquire or dispose of shares in any corporation;

Canadian Payments Act

Clause 315: Existing text of subsection 34(2):

(2) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to the Association.

Cree-Naskapi (of Quebec) Act

Clause 316: Existing text of subsection 23(2):

(2) The Canada Corporations Act does not apply to a band.

Evangelical Lutheran Church in Canada Act

Clause 317: Existing text of section 13:

13. Notwithstanding section 158 of the Canada Corporations Act, section 102 of that Act does not apply to the Church.

Evangelical Missionary Church (Canada West District) Act

Clause 318: Relevant portion of section 7:

7. On the commencement of this Act,

...

Clause 319: Existing text of subsection 8(3):

Clause 320: Existing text of sections 10 and 11:

10. (1) Part II of the Canada Corporations Act applies to the Church in all matters not provided for in this Act as if the Church had been continued under that Part pursuant to subsection 159(1) of that Act.

(2) Nothing in subsection 4(1), section 5 or section 6 restricts any power under Part II of the Canada Corporations Act to change the name of the Church, to alter its objects or to change the place of its head office.

11. Notwithstanding subsection 157(1) of the Canada Corporations Act, sections 5.6, 6, 12, 13, 15, 16, 27, 28, 31, 32, 33, 43, 102 to 106, 111.1, and 112 to 117 of that Act do not apply in respect of the Church.

Financial Administration Act

Clause 321: Existing text of section 104:

104. The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to a parent Crown corporation.

Gwich’in Land Claim Settlement Act

Clause 322: Existing text of section 8.1:

8.1 A charter may be granted under subsection 154(1) of the Canada Corporations Act establishing a settlement corporation within the meaning of the Agreement to carry on, with pecuniary gain to its members, the activities permitted by the Agreement.

Insurance Companies Act

Clause 323: Relevant portion of subsection 39(1.1):

(1.1) A society may also, with the approval in writing of the Minister,

(a) apply, under section 156 of the Canada Corporations Act, for letters patent creating it as a corporation under Part II of that Act; or