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

Marginal note:Application to court re oppression

• 253 (1) On the application of a complainant, a court may make an order if it is satisfied that, in respect of a corporation or any of its affiliates, any of the following is oppressive or unfairly prejudicial to or unfairly disregards the interests of any shareholder, creditor, director, officer or member, or causes such a result:

  • (a) any act or omission of the corporation or any of its affiliates;

  • (b) the conduct of the activities or affairs of the corporation or any of its affiliates; or

  • (c) the exercise of the powers of the directors or officers of the corporation or any of its affiliates.

• Marginal note:Faith-based defence

  (2) The court may not make an order if the court is satisfied that

  • (a) the corporation is a religious corporation;

  • (b) the act or omission, the conduct or the exercise of powers is based on a tenet of faith held by the members of the corporation; and

  • (c) it was reasonable to base the act or omission, the conduct or the exercise of powers on the tenet of faith, having regard to the activities of the corporation.

• Marginal note:Powers of court

  (3) The court may make any interim or final order that it thinks fit, including an order

  • (a) restraining the conduct complained of;

  • (b) appointing a receiver or receiver-manager;

  • (c) with respect to a corporation’s affairs, requiring the amendment of the articles or by-laws or the creation or amendment of a unanimous member agreement;

  • (d) directing an issue or exchange of memberships, debt obligations or securities;

  • (e) appointing directors in place of or in addition to all or any of the directors then in office;

  • (f) directing a corporation, subject to subsection (5), or any other person, to purchase the debt obligation of a debt obligation holder;

  • (g) directing a corporation, subject to subsection (5), or any other person, to pay a member all or part of the amount that the member paid for their membership;

  • (h) varying, setting aside or annulling a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract;

  • (i) requiring a corporation, within a time specified by the court, to produce to the court or an interested person financial statements in the form required by section 172 or an accounting in any other form that the court may determine;

  • (j) compensating an aggrieved person;

  • (k) directing rectification of the registers or other records of a corporation under section 255;

  • (l) liquidating and dissolving a corporation;

  • (m) directing an investigation under Part 15 to be made; and

  • (n) requiring the trial of any issue.

• Marginal note:Duty of directors

  (4) If an order directs amendment of the articles or by-laws of a corporation,

  • (a) the directors shall immediately comply with subsection 215(4); and

  • (b) no other amendment to the articles or by-laws shall be made without the consent of the court, until a court otherwise orders.

• Marginal note:Limitation

  (5) A corporation shall not make a payment to a member under paragraph (3)(f) or (g) if there are reasonable grounds for believing that, after that payment,

  • (a) the corporation is or would be unable to pay its liabilities as they become due; or

  • (b) the realizable value of the corporation’s assets would be less than the aggregate of its liabilities.

• Marginal note:Alternative order

  (6) An applicant under this section may apply in the alternative for an order under section 224.