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

Assented to 2009-06-23

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).

1997, c. 26Budget Implementation Act, 1997

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

Marginal note:Acts not applicable to foundation

1998, c. 21Budget Implementation Act, 1998

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

Marginal note:Acts not applicable to Foundation

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

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

 Subsection 209(1) of the Act is replaced by the following:

Marginal note:Revival
  • 209. (1) When a body corporate is dissolved under this Part or under section 268 of this Act, section 261 of chapter 33 of the Statutes of Canada, 1974-75-76, or subsection 297(6) of the Canada Not-for-profit Corporations Act, any interested person may apply to the Director to have the body corporate revived as a corporation under this Act.

Marginal note:2007, c. 6, s. 401
  •  (1) Subsections 268(4) and (4.1) of the Act are replaced by the following:

    • Marginal note:Authorizing continuance

      (4) Subject to subsection (6), 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 187 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

    • Marginal note:Authorizing continuance

      (4.1) Subject to subsection (6), the directors of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, may, subject to any other Act of Parliament or the charter of the body corporate, apply under section 187 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

  • Marginal note:2007, c. 6, s. 401

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

    • Marginal note: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 any period that may be prescribed except for the following:

  • Marginal note:2007, c. 6, s. 401

    (3) Subsection 268(7) of the Act is repealed.

  • (4) Section 268 of the Act is amended by adding the following after subsection (8):

    • Marginal note:Special Act no longer applicable

      (8.1) On the continuance of a body corporate incorporated by a special Act of Parliament as a corporation under this Act, the special Act ceases to apply to the corporation.

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

    • Marginal note: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.

 
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