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

Assented to 2009-06-23

PART 4REGISTERED OFFICE AND RECORDS

Marginal note:Registered office
  •  (1) A corporation shall at all times have a registered office in the province in Canada specified in its articles.

  • Marginal note:Notice of registered office

    (2) A notice of registered office in the form that the Director fixes shall be sent to the Director together with any articles that designate or change the province where the registered office of the corporation is to be located.

  • Marginal note:Change of address

    (3) The directors of a corporation may change the corporation’s registered office to another place within the province specified in the articles, in which case the corporation shall send to the Director a notice of registered office in the form that the Director fixes.

  • Marginal note:Notice of registered office effective on acceptance

    (4) A notice of registered office becomes effective when the Director accepts it.

Marginal note:Corporate records
  •  (1) A corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, records containing

    • (a) the articles and the by-laws, and amendments to them, and a copy of any unanimous member agreement;

    • (b) the minutes of meetings of members and any committee of members;

    • (c) the resolutions of members and any committee of members;

    • (d) if any debt obligation is issued by the corporation, a debt obligations register that complies with section 44;

    • (e) a register of directors;

    • (f) a register of officers; and

    • (g) a register of members.

  • Marginal note:Register

    (2) The registers referred to in paragraphs (1)(e) to (g) shall contain the prescribed information.

  • Marginal note:Directors’ records

    (3) A corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings of the directors and any committee of directors as well as resolutions adopted by the directors or any committee of directors.

  • Marginal note:Retention of accounting records

    (4) Subject to any other Act of Parliament or of the legislature of a province that provides for a longer retention period, a corporation shall retain the accounting records referred to in subsection (3) for the prescribed period.

  • Marginal note:Records of continued corporations

    (5) For the purposes of paragraphs (1)(b) and (c) and subsection (3), where a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.

  • Marginal note:Place of directors’ records

    (6) The records described in subsection (3) shall be kept at the registered office of the corporation or at any other place that the directors think fit.

  • Marginal note:Directors’ access to records

    (7) The records described in subsections (1) and (3) shall at all reasonable times be open to inspection by the directors. The corporation shall, at the request of any director, provide them with any extract of the records free of charge.

  • Marginal note:Records in Canada

    (8) If accounting records of a corporation are kept outside Canada, accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis shall be kept at the registered office or any other place in Canada designated by the directors.

  • Marginal note:When records or registers kept outside Canada

    (9) Despite subsections (1) and (8), but subject to the Income Tax Act, the Excise Tax Act, the Customs Act and any other Act administered by the Minister of National Revenue, a corporation may keep all or any of its corporate records and accounting records referred to in subsection (1) or (3) at a place outside Canada, if

    • (a) the records are available for inspection, by means of any technology, during regular office hours at the registered office or any other place in Canada designated by the directors; and

    • (b) the corporation provides the technical assistance to facilitate an inspection referred to in paragraph (a).