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

Marginal note:Appointment of public accountant

• 181 (1) Subject to section 182, members of a corporation shall, by ordinary resolution, at each annual meeting, appoint a public accountant to hold office until the close of the next annual meeting.

• Marginal note:Eligibility

  (2) A public accountant appointed under section 127 is eligible for appointment under subsection (1).

• Marginal note:Incumbent public accountant

  (3) If a public accountant is not appointed at a meeting of members and if no resolution is taken under section 182, the incumbent public accountant continues in office until a successor is appointed.

• Marginal note:Remuneration

  (4) The remuneration of a public accountant may be fixed by ordinary resolution of the members or, if not so fixed, shall be fixed by the directors.

Marginal note:Dispensing with public accountant

• 182 (1) Members of a designated corporation may resolve not to appoint a public accountant, but the resolution is not valid unless all the members entitled to vote at an annual meeting of members consent to the resolution.

• Marginal note:Validity of resolution

  (2) The resolution is valid until the following annual meeting of members.

Marginal note:Ceasing to hold office

• 183 (1) A public accountant of a corporation ceases to hold office when the public accountant

  • (a) dies or resigns; or

  • (b) is removed under section 184.

• Marginal note:Effective date of resignation

  (2) A resignation of a public accountant becomes effective at the time a written resignation is sent to the corporation or at the time specified in the resignation, whichever is later.

Marginal note:Removal of public accountant

• 184 (1) The members of a corporation may by ordinary resolution at a special meeting remove a public accountant from office, other than a public accountant appointed by a court under section 186.

• Marginal note:Vacancy

  (2) A vacancy created by the removal of a public accountant may be filled at the meeting at which the public accountant is removed or, if not so filled, may be filled under section 185.

Marginal note:Filling vacancy

• 185 (1) Subject to subsection (3), the directors shall immediately fill a vacancy in the office of public accountant.

• Marginal note:Calling meeting

  (2) If there is not a quorum of directors, the directors then in office shall, within the prescribed period after a vacancy in the office of public accountant occurs, call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by any member.

• Marginal note:Members filling vacancy

  (3) The articles of a corporation may provide that a vacancy in the office of public accountant shall only be filled by vote of the members.

• Marginal note:Unexpired term

  (4) A public accountant appointed to fill a vacancy holds office for the unexpired term of the public accountant’s predecessor.

Marginal note:Court-appointed public accountant

• 186 (1) If a corporation does not have a public accountant, a court may, on the application of a member or the Director, appoint and fix the remuneration of a public accountant, who holds office until a public accountant is appointed by the members.

• Marginal note:Exception

  (2) Subsection (1) does not apply if the members have resolved under section 182 not to appoint a public accountant.

Marginal note:Right to attend meeting

• 187 (1) The public accountant is entitled to attend a meeting of members at the expense of the corporation and be heard on matters relating to the public accountant’s duties.

• Marginal note:Duty to attend and answer questions

  (2) If a director or member, whether or not the member is entitled to vote at the meeting, gives written notice not less than the prescribed period before a meeting of members to the public accountant or a former public accountant of the corporation, the public accountant or former public accountant shall attend the meeting at the expense of the corporation and answer questions relating to their duties.

• Marginal note:Notice to corporation

  (3) A director or member who sends the notice shall send a copy of the notice to the corporation at the same time.

• Marginal note:Statement of public accountant

  (4) A public accountant is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing their removal or replacement if a meeting of directors or members is called at which any of those matters will be dealt with.

• Marginal note:Other statements

  (5) If a meeting is called to replace the public accountant, the corporation shall make a statement respecting the reasons for the replacement and the proposed replacement public accountant may make a statement respecting the reasons.

• Marginal note:Circulating statement

  (6) The corporation shall immediately give notice to the members of the statements referred to in subsections (4) and (5) in the manner referred to in section 162 and shall immediately send a copy of the statements to the Director.

• Marginal note:Replacing public accountant

  (7) No person shall accept an appointment or consent to be appointed as public accountant of a corporation to replace a public accountant who has resigned, been removed or whose term of office has expired or is about to expire until the person has requested and received from that public accountant a written statement of the circumstances and the reasons, in that public accountant’s opinion, for their replacement.

• Marginal note:Exception

  (8) A person otherwise qualified may accept an appointment or consent to be appointed as a public accountant if, within the prescribed period after making the request, the person does not receive a reply.

• Marginal note:Effect of non-compliance

  (9) The appointment of a person who does not make the request is void.

Marginal note:Review engagement — designated corporations

• 188 (1) Subject to subsection (2), the public accountant of a designated corporation shall conduct a review engagement in the prescribed manner.

• Marginal note:Audit engagement — designated corporations

  (2) The public accountant of a designated corporation shall conduct an audit engagement in the prescribed manner if the corporation’s members pass an ordinary resolution requiring an audit engagement.

• Marginal note:Validity of resolution

  (3) The resolution is valid only until the following annual meeting of members or for the period specified in the resolution.

Marginal note:Audit engagement — other corporations

• 189 (1) Subject to subsection (2), the public accountant of a corporation that is not a designated corporation shall conduct an audit engagement in the prescribed manner.

• Marginal note:Review engagement — other corporations

  (2) The public accountant of a soliciting corporation that is not a designated corporation shall conduct a review engagement in the prescribed manner if

  • (a) the corporation has gross annual revenues for its last completed financial year that are equal to or less than the prescribed amount or is deemed to have such revenues under paragraph 190(b); and

  • (b) its members pass a special resolution requiring a review engagement.

• Marginal note:Validity of resolution

  (3) The resolution is valid only until the following annual meeting of members.

Marginal note:Deemed revenues

190 On the application of a soliciting corporation, the Director may, on any terms that the Director thinks fit and if the Director is satisfied that doing so would not be prejudicial to the public interest, deem the corporation to have

• (a) revenues referred to in paragraph 179(a); or

• (b) revenues referred to in paragraph 189(2)(a), if the corporation is not a designated corporation.

Marginal note:Report on financial statements

191 After conducting an audit engagement or a review engagement, the public accountant shall report in the prescribed manner on the financial statements required by this Act to be placed before the members, except any financial statements or part of those statements that relate to the period referred to in subparagraph 172(1)(a)(ii).

Marginal note:Reliance on other public accountant

• 192 (1) Despite section 193, a public accountant of a holding corporation may reasonably rely on the report of a public accountant of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation.

• Marginal note:Reasonableness

  (2) For the purpose of subsection (1), reasonableness is a question of fact.

• Marginal note:Application

  (3) Subsection (1) applies whether or not the financial statements of the holding corporation reported on by the public accountant are in consolidated form.

Marginal note:Right to information

• 193 (1) At the request of a public accountant of a corporation, the present or former directors, officers, employees, agents or mandataries of the corporation shall furnish the following, if they are reasonably able to do so and if, in the opinion of the public accountant, it is necessary to enable the public accountant to conduct the review or audit engagement required under section 188 or 189 and to make the report required under section 191:

  • (a) any information and explanations; and

  • (b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries.

• Marginal note:Directors to obtain and furnish information

  (2) On the demand of the public accountant of a corporation, the directors of the corporation shall

  • (a) obtain from the present or former directors, officers, employees, agents or mandataries of any subsidiary of the corporation the information and explanations that they are reasonably able to furnish and that are, in the opinion of the public accountant, necessary to enable the public accountant to conduct the review or audit engagement required under section 188 or 189 and to make the report required under section 191; and

  • (b) furnish the public accountant with the information and explanations so obtained.

• Marginal note:No civil liability

  (3) A person who in good faith makes an oral or written communication under subsection (1) or (2) is not liable in any civil proceeding arising from having made the communication.

Marginal note:Audit committee

• 194 (1) A corporation may have an audit committee and, if it does, the committee shall be composed of not less than three directors, a majority of whom are not officers or employees of the corporation or any of its affiliates.

• Marginal note:Duty of committee

  (2) The audit committee shall review the financial statements of the corporation before they are approved under section 178.

• Marginal note:Public accountant’s attendance

  (3) The corporation shall send the public accountant notice of the time and place of any meeting of the audit committee. The public accountant is entitled to attend the meeting at the expense of the corporation and be heard, and shall attend every meeting of the committee if requested to do so by one of its members.

• Marginal note:Calling meeting

  (4) The public accountant or a member of the audit committee may call a meeting of the committee.

Marginal note:Notice of errors

• 195 (1) A director or an officer of a corporation shall immediately notify any audit committee and the public accountant of any error or misstatement of which the director or officer becomes aware in a financial statement that the public accountant or a former public accountant has reported on.

• Marginal note:Directors to be informed

  (2) A public accountant or former public accountant of a corporation who is notified or becomes aware of an error or misstatement in a financial statement on which they have reported shall, if in their opinion the error or misstatement is material, inform each director accordingly.

• Marginal note:Duty of directors

  (3) When the public accountant or former public accountant informs the directors of an error or misstatement in a financial statement,

  • (a) the directors shall prepare and issue revised financial statements or otherwise inform the members; and

  • (b) the corporation shall send the Director a copy of the revised financial statements or a notice of the error or misstatement, if the corporation is one that is required to comply with section 176.

Marginal note:Qualified privilege — defamation

196 Any oral or written statement or report made under this Act by the public accountant or former public accountant of a corporation has qualified privilege.

PART 13Fundamental Changes

Marginal note:Amendment of articles or by-laws

• 197 (1) A special resolution of the members — or, if section 199 applies, of each applicable class or group of members — is required to make any amendment to the articles or the by-laws of a corporation to

  • (a) change the corporation’s name;

  • (b) change the province in which the corporation’s registered office is situated;

  • (c) add, change or remove any restriction on the activities that the corporation may carry on;

  • (d) create a new class or group of members;

  • (e) change a condition required for being a member;

  • (f) change the designation of any class or group of members or add, change or remove any rights and conditions of any such class or group;

  • (g) divide any class or group of members into two or more classes or groups and fix the rights and conditions of each class or group;

  • (h) add, change or remove a provision respecting the transfer of a membership;

  • (i) subject to section 133, increase or decrease the number of — or the minimum or maximum number of — directors fixed by the articles;

  • (j) change the statement of the purpose of the corporation;

  • (k) change the statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation;

  • (l) change the manner of giving notice to members entitled to vote at a meeting of members;

  • (m) change the method of voting by members not in attendance at a meeting of members; or

  • (n) add, change or remove any other provision that is permitted by this Act to be set out in the articles.

• Marginal note:Revocation

  (2) The directors of a corporation may, if authorized by the members in the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the members.

• Marginal note:Amendment of number name

  (3) Despite subsection (1), if a corporation has a designating number as a name, the directors may amend its articles to change that name to a verbal name.