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

Assented to 2009-06-23

PART 19SPECIAL ACT BODIES CORPORATE WITHOUT SHARE CAPITAL

Marginal note:Application to special Act bodies corporate

 Part 3, subsections 160(1) and 168(1), sections 212, 221 to 223 and 278 and this Part apply to any body corporate without share capital incorporated by a special Act of Parliament and not continued under any other Act — other than a departmental corporation or a parent Crown corporation, as defined in section 2 of the Financial Administration Act — as if it were a corporation under this Act and any reference in Part 3 or those provisions to the articles of a corporation shall be read as a reference to the body corporate’s incorporating statute.

Marginal note:Report listing Acts of continued or dissolved bodies corporate
  •  (1) The Minister may cause to be laid before both Houses of Parliament a report listing every special Act of Parliament that incorporated a body corporate that was later continued under section 212 or dissolved under any of sections 221 to 223.

  • Marginal note: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.

  • Marginal note: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— unless the Act is the subject of a resolution to the contrary of any committee to which the report is referred — is repealed on the day that is one year after the later of the day on which the report is laid before the Senate and the day on which it is laid before the House of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.

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    (4) The Minister shall, within 60 days after their repeal, publish in the Canada Gazette a list of every Act repealed under subsection (3).

Marginal note:Change of name
  •  (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.

  • Marginal note: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.

  • Marginal note:Effective date

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

  • Marginal note: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.

  • Marginal note: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.

  • Marginal note: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).

  • Marginal note: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).

  • Marginal note: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 20TRANSITIONAL PROVISIONS, CONSEQUENTIAL AMENDMENTS, COORDINATING AMENDMENTS, REPEALS AND COMING INTO FORCE

Transitional Provisions

Marginal note:Continuance — Part II of Canada Corporations Act
  •  (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 section 298 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 subsection comes into force, shall apply for a certificate of continuance under section 211.

  • Marginal note:Continuance — Part IV of Canada Corporations Act

    (2) A body corporate to which Part IV of 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 subsection comes into force, shall apply for a certificate of continuance under section 187 of the Canada Business Corporations Act.

  • Marginal note:Ogdensburg Bridge Authority

    (3) Despite subsection (2), the Ogdensburg Bridge Authority, created by An Act to incorporate Ogdensburg Bridge Authority, chapter 57 of the Statutes of Canada, 1952, shall apply for letters patent under section 156 of the Canada Corporations Act as if it were a corporation without share capital.

  • Marginal note:Fees not payable

    (4) 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.

  • Marginal note:Time limit for continuance

    (5) Despite any provision of the Canada Corporations Act, the Director may, in accordance with section 222, dissolve a body corporate referred to in subsection (1) that does not apply for a certificate of continuance under section 211 within three years after the day on which this subsection comes into force.

  • Marginal note:Time limit for continuance

    (6) Despite any provision of the Canada Corporations Act, a body corporate referred to in subsection (2) that does not apply for a certificate of continuance under section 187 of the Canada Business Corporations Act within six months after the day on which this subsection comes into force is dissolved on the expiry of that period.

  • Marginal note:Time limit for continuance of the Ogdensburg Bridge Authority

    (7) Despite any provision of the Canada Corporations Act, the Ogdensburg Bridge Authority is dissolved six months after the day on which this subsection comes into force if it does not apply for letters patent under section 156 of the Canada Corporations Act within that six-month period.

Marginal note:No incorporation or continuance

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

Marginal note:Review of Act
  •  (1) Within 10 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.

  • Marginal note: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

1955, c. 64An Act to incorporate St. Mary’s River Bridge Company

 Sections 3 to 7 of An Act to incorporate St. Mary’s River Bridge Company are repealed.

Marginal note:1957-58, c. 31, s. 1

 Section 18 of the Act is repealed.

 Section 23 of the Act is repealed.

1980-81-82-83, c. 85An Act to incorporate the Jules and Paul-Émile Léger Foundation

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

Marginal note: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).

1877, c. 67An Act to incorporate the Pickering Harbour Company (Limited) and to authorize it to collect tolls

 Section 2 of An Act to incorporate the Pickering Harbour Company (Limited) and to authorize it to collect tolls is repealed.

1984, c. 60An Act to provide for the creation by amalgamation of The Wesleyan Church of Canada

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

Marginal note: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. 46Bank Act

Marginal note:2001, c. 9, s. 121

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

Marginal note:Designation of complaints body
  • 455.1 (1) The Minister may, for the purposes of this section, designate a body corporate incorporated 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).

 
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