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

Act current to 2019-08-28 and last amended on 2018-05-01. Previous Versions

PART 13Fundamental Changes (continued)

Marginal note:Delivery of articles

 Subject to any revocation under subsection 197(2), after an amendment to the articles has been adopted under section 197 or 199, articles of amendment in the form that the Director fixes shall be sent to the Director.

Marginal note:Certificate of amendment

 On receipt of articles of amendment, the Director shall issue a certificate of amendment in accordance with section 276.

Marginal note:Effect of certificate

  •  (1) An amendment to the articles becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

  • Marginal note:Rights preserved

    (2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the corporation or its directors or officers, or any civil, criminal or administrative action or proceeding to which a corporation or its directors or officers is a party.

Marginal note:Restated articles

  •  (1) The directors may at any time, and shall when so directed by the Director, restate the articles of incorporation.

  • Marginal note:Delivery of articles

    (2) Restated articles of incorporation in the form that the Director fixes shall be sent to the Director.

  • Marginal note:Restated certificate

    (3) On receipt of restated articles of incorporation, the Director shall issue a restated certificate of incorporation in accordance with section 276.

  • Marginal note:Effect of certificate

    (4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments to those articles.

Marginal note:Amalgamation

 Two or more corporations may amalgamate and continue as one corporation.

Marginal note:Amalgamation agreement

  •  (1) Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out

    • (a) the provisions that are required to be included in articles of incorporation under section 7 or in the by-laws under section 154;

    • (b) the name and address of each proposed director of the amalgamated corporation;

    • (c) the manner in which the memberships of each amalgamating corporation are to be converted into memberships of the amalgamated corporation;

    • (d) whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, a copy of the proposed by-laws; and

    • (e) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation.

  • Marginal note:Cancellation

    (2) If a membership in an amalgamating corporation is held by or on behalf of another amalgamating corporation, the amalgamation agreement shall provide for the cancellation, without any repayment of capital, of the membership when the amalgamation becomes effective. No provision shall be made in the agreement for the conversion of the membership into membership of the amalgamated corporation.

Marginal note:Member approval

  •  (1) The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the members of the amalgamating corporation of which they are directors and, subject to subsection (4), to the members of each class or group of members.

  • Marginal note:Notice of meeting

    (2) Each amalgamating corporation shall give notice of a meeting of members in accordance with section 162 to its members and shall include in the notice a copy or summary of the amalgamation agreement.

  • Marginal note:Right to vote

    (3) Each membership in an amalgamating corporation carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.

  • Marginal note:Class vote

    (4) The members of a class or group of members of each amalgamating corporation are entitled to vote separately as a class or group in respect of an amalgamation agreement if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle the members to vote as a class or group under section 199.

  • Marginal note:Member approval

    (5) Subject to subsection (4), an amalgamation agreement is adopted when the members of each amalgamating corporation have approved the amalgamation by special resolutions.

  • Marginal note:Termination

    (6) An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating corporation, despite approval of the agreement by the members of all or any of the amalgamating corporations.

Marginal note:Vertical short-form amalgamation

  •  (1) A holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 205 and 206 if

    • (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation;

    • (b) all memberships in each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations; and

    • (c) the resolutions provide that

      • (i) the memberships in each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect of those memberships, and

      • (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation.

  • Marginal note:Horizontal short-form amalgamation

    (2) Two or more wholly-owned subsidiary corporations of the same holding body corporate may amalgamate and continue as one corporation without complying with sections 205 and 206 if

    • (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and

    • (b) the resolutions provide that

      • (i) the memberships in all but one of the amalgamating subsidiary corporations shall be cancelled without any repayment of capital in respect of those memberships, and

      • (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating subsidiary corporation whose memberships are not cancelled.

Marginal note:Sending of articles

  •  (1) Subject to subsection 206(6), after an amalgamation has been adopted under section 206 or approved under section 207, articles of amalgamation in the form that the Director fixes shall be sent to the Director together with the documents required by sections 20 and 128.

  • Marginal note:Attached declarations

    (2) The articles of amalgamation shall have attached to them a statutory declaration of a director or an officer of each amalgamating corporation that establishes to the satisfaction of the Director that

    • (a) there are reasonable grounds for believing that

      • (i) each amalgamating corporation is, and the amalgamated corporation will be, able to pay its liabilities as they become due, and

      • (ii) the realizable value of the amalgamated corporation’s assets will not be less than the aggregate of its liabilities; and

    • (b) there are reasonable grounds for believing that

      • (i) no creditor will be prejudiced by the amalgamation, or

      • (ii) adequate notice has been given to all known creditors of the amalgamating corporations and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.

  • Marginal note:Adequate notice

    (3) For the purposes of subsection (2), adequate notice is given if

    • (a) a notice in writing is sent to each known creditor having a claim against the corporation that exceeds the prescribed amount;

    • (b) a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice is given in each province where the corporation carries on activities; and

    • (c) each notice states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act and that a creditor of the corporation may object to the amalgamation within the prescribed period.

  • Marginal note:Certificate of amalgamation

    (4) On receipt of articles of amalgamation, the Director shall issue a certificate of amalgamation in accordance with section 276.

 
Date modified: