Government of Canada / Gouvernement du Canada
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Canada Not-for-profit Corporations Act (S.C. 2009, c. 23)

Act current to 2020-05-17 and last amended on 2015-02-26. Previous Versions

PART 15Investigation

Marginal note:Investigation

  •  (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, subject to subsection (3), dispense with notice to any person;

    • (c) subject to section 244, 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.

  • Marginal note: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 are or have 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.

  • Marginal note: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.

  • Marginal note:No security for costs

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

  • Marginal note:Hearings in camera

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

  • Marginal note: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.

Marginal note:Power of inspector

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

  • Marginal note:Court order

    (2) An inspector shall on request produce to an interested person a copy of any order made under subsection 242(1).

Marginal note:Entering dwelling

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

  • Marginal note: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.

Marginal note:Hearing in camera

  •  (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.

  • Marginal note: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.

Marginal note:Incriminating statements

 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.

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