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.

Marginal note:Evidence of members’ approval not decisive

• 254 (1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or might be approved by the members of that body corporate, but evidence of approval by the members may be taken into account by the court in making an order under section 224, 252 or 253.

• Marginal note:Court approval to discontinue

  (2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by the stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant.

• Marginal note:No security for costs

  (3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.

• Marginal note:Interim costs

  (4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal costs and disbursements, but the complainant may be held accountable for those interim costs on final disposition of the application or action.

Marginal note:Application to court to rectify records

• 255 (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a debt obligation holder, director, officer or member of the corporation or any aggrieved person may apply to a court for an order that the registers or records be rectified.

• Marginal note:Director’s right to appear

  (2) An applicant under this section shall give the Director notice of the application and the Director is entitled to appear before the court and be heard in person or by counsel.

• Marginal note:Powers of court

  (3) On an application under this section, the court may make

  • (a) an order requiring the registers or other records of the corporation to be rectified;

  • (b) an order restraining the corporation from calling or holding a meeting of members before that rectification;

  • (c) an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation;

  • (d) an order compensating a party who has incurred a loss; and

  • (e) any other order that it thinks fit.

Marginal note:Application for directions

256 On the application of the Director for directions in respect of any matter concerning the Director’s duties under this Act, a court may give any directions and make any further order that it thinks fit.

Marginal note:Notice of refusal by Director

• 257 (1) If the Director refuses to accept any document that takes effect under this Act on its acceptance or on the issuance of a certificate or other document, the Director shall, within the prescribed period, give written notice of the refusal to the person who sent the document, giving reasons.

• Marginal note:Deemed refusal

  (2) If the Director does not, within the prescribed period, accept the document, issue the certificate or other document or give the notice of refusal, the Director is deemed for the purposes of section 258 to have refused the document.

Marginal note:Appeal from Director’s decision

258 A court may, on the application of a person aggrieved by any of the following decisions of the Director, make any order that it thinks fit, including an order requiring the Director to change the decision:

• (a) to refuse to accept in the form submitted any articles or other document required by this Act to be sent to the Director;

• (b) to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 13;

• (c) not to accept a notice of registered office required by section 20;

• (d) to refuse to issue a certificate of discontinuance under section 213 or a certificate attesting that as of a certain date a corporation exists under subsection 290(2);

• (e) to issue, or to refuse to issue, a certificate of revival under section 219, or to impose terms for revival;

• (f) to dissolve a corporation under section 222;

• (g) to correct, or to refuse to correct, articles, a certificate or other document under section 288;

• (h) to cancel, or to refuse to cancel, the articles and any related certificate under section 289; or

• (i) to grant, or to refuse to grant, an application made under subsection 2(6), 25(1) or (2), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271.

Marginal note:Compliance or restraining order

259 On the application of a complainant or a creditor of a corporation, a court may make an order directing a corporation or any director, officer, employee, agent or mandatary, public accountant, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation to comply with this Act, the regulations or the articles, the by-laws or a unanimous member agreement of the corporation or restraining any such person from acting in breach of them and make any further order that it thinks fit.

Marginal note:Summary application to court

260 If this Act states that a person may apply to a court, the application may be made in a summary manner following applicable provincial law or as the rules of the court of competent jurisdiction provide, and subject to any order respecting notice to interested parties or costs, or any other order that the court thinks fit.

Marginal note:Appeal of final order

• 261 (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.

• Marginal note:Appeal with leave

  (2) An appeal lies to the court of appeal of a province from any order other than a final order made by a court of that province, only with leave of the court of appeal.

Marginal note:Offence

• 262 (1) Every person who contravenes a provision of this Act, other than paragraph 148(2)(b), or the regulations is guilty of an offence and is liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both.

• Marginal note:Offences with respect to reports

  (2) A person who makes, or assists in making, a false or misleading statement in a document required under this Act or the regulations to be sent to the Director or to any other person is guilty of an offence and liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both.

• Marginal note:Offence — use of information

  (3) A person who uses information obtained from a register of members or debt obligation holders or a list of members or debt obligation holders required under this Act for a purpose other than those specified in sections 22, 23 and 107 without the written permission of the member or debt obligation holder about whom information is being used is guilty of an offence and liable on summary conviction to a fine of not more than $25,000 or to imprisonment for a term of not more than six months or to both.

• Marginal note:Officers, etc., of bodies corporate

  (4) If a body corporate commits an offence under this section, any director or officer of the body corporate who authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both, whether or not the body corporate has been prosecuted or convicted.

• Marginal note:Due diligence

  (5) No person shall be convicted of an offence under this section if the person establishes that they exercised due diligence to prevent the commission of the offence.

• Marginal note:Non-application of section 126 of the Criminal Code

  (6) Section 126 of the Criminal Code does not apply in respect of the obligation under paragraph 148(2)(b).

Marginal note:Order to comply

• 263 (1) Where a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted.

• Marginal note:Limitation period

  (2) A prosecution for an offence under this Act may be instituted at any time within but not later than two years after the time when the subject matter of the complaint arose.

• Marginal note:Civil remedy not affected

  (3) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.