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

Marginal note:Publication

277.1 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271.

Marginal note:Annual return

278 Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.

Marginal note:Inspection

• 279 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from any document that is required to be sent to the Director under this Act, other than any of the following documents, or that was required to be sent to a person performing a similar function under prior legislation:

  • (a) extracts obtained under subsection 24(1);

  • (b) a members or debt obligation holders list obtained under subsection 24(2);

  • (b.1) extracts or copies of corporate records or documents referred to in section 25;

  • (c) a copy of the documents obtained under section 177; and

  • (d) a report obtained under subsection 248(2).

• Marginal note:Copies or extracts

  (2) The Director shall, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).

Marginal note:Payment of fees

280 A fee in respect of the receipt or copying of any document shall be paid to the Director on the reception or copying, and a fee in respect of the acceptance, examination or issuance of any document or in respect of any action that the Director is required or authorized to take under this Act shall be paid to the Director before the acceptance, examination or issuance or the taking of the action.

Director

Marginal note:Appointment of Director

281 The Minister shall appoint a Director and may appoint one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.

Marginal note:Content and form of documents

282 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,

• (a) the notices and documents that may be transmitted in electronic or other form;

• (b) the persons or classes of persons who may sign or transmit the notices and documents;

• (c) their signature in electronic or other form, or the actions that are to have the same effect for the purposes of this Act as their signature; and

• (d) the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received.

• (e) [Repealed, 2018, c. 8, s. 105]

Marginal note:Director’s obligation to keep documents

• 283 (1) Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation shall be kept by the Director, in any form.

• Marginal note:Obligation to furnish

  (2) If documents are kept by the Director otherwise than in written form,

  • (a) the Director shall furnish any copy required to be furnished under subsection 279(2) in intelligible form; and

  • (b) a report respecting those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.

• Marginal note:Time period for keeping and producing documents

  (3) The Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received under section 276 and other prescribed documents or prescribed class of documents — after the end of the prescribed period for the keeping or production of the document or class of documents.

Marginal note:Proof required by Director

• 284 (1) The Director may require that a document required by this Act or the regulations to be sent to the Director or a fact stated in such a document be verified in accordance with subsection (2).

• Marginal note:Form of proof

  (2) A document or fact required by the Director or by this Act to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

Marginal note:Dispensation

285 The Director may relieve a person or class of persons, on any conditions that the Director considers appropriate, from sending to the Director any notice or other document or class of notice or document required under this Act to be so sent if the Director is satisfied that

• (a) information similar to what would be contained in the notice or other document or class of notice or document is contained in a document or a class of documents that is required to be made public under any other Act of Parliament or any Act of the legislature of a province; and

• (b) doing so would be in conformity with any prescribed requirements.

Marginal note:Certificate of Director

• 286 (1) The Director shall sign any certificate or certification of fact that the Director is, under this Act, required or authorized to issue.

• Marginal note:Evidence of contents of certificate or certified copy

  (2) Except in a proceeding under section 223, a certificate issued by the Director under this Act or a copy of a document certified by the Director to be a true copy is conclusive proof in any civil, criminal or administrative action or proceeding of its contents.

• Marginal note:Evidence of contents of certification of fact

  (3) A certification of fact by the Director is, in the absence of evidence to the contrary, proof in any civil, criminal or administrative action or proceeding of its contents.

• Marginal note:Proof of authenticity

  (4) A document that appears to be a certificate or certified copy referred to in subsection (2) or a certification of fact referred to in subsection (3) is presumed, in the absence of evidence to the contrary, to be authentic.

Marginal note:Alteration

287 The Director may alter a notice or other document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person’s representative.

Marginal note:Corrections initiated by Director

• 288 (1) If there is an error in the articles, a certificate or other document except one required by section 20 or 128, subsection 134(1) or section 278, the directors or members of the corporation shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act and take any other steps that the Director reasonably requires so that the Director can correct the document.

• Marginal note:No prejudice

  (2) Before proceeding under subsection (1), the Director shall be satisfied that the correction would not prejudice any of the members or creditors of the corporation.

• Marginal note:Corrections initiated by the corporation

  (3) The Director may, at the request of the corporation or of any other interested person, correct any of the documents referred to in subsection (1) if

  • (a) the correction is approved by the directors of the corporation, or the error is obvious on the face of the document or was made by the Director; and

  • (b) the Director is satisfied that the correction would not prejudice any of the members or creditors of the corporation and that it reflects the original intention of the corporation or the incorporators.

• Marginal note:Application to court

  (4) On the application of the Director, the corporation or any other interested person, a court may

  • (a) order the correction of any of the documents referred to in subsection (1);

  • (b) determine the rights of members or creditors of the corporation; and

  • (c) make any other order that the court thinks fit.

• Marginal note:Notice to Director of application

  (5) An applicant under subsection (4) other than the Director shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

• Marginal note:Director may require surrender of document

  (6) The Director may demand the surrender of the original document and may issue a corrected certificate.

• Marginal note:Date of corrected document

  (7) A corrected document shall bear the date of the document it replaces unless

  • (a) the correction is made with respect to the date of the document, in which case the document shall bear the corrected date; or

  • (b) a court decides otherwise.

• Marginal note:Notice

  (8) If a corrected certificate materially amends the terms of the original certificate, the Director shall without delay publish notice of the correction in a publication generally available to the public.

Marginal note:Cancellation of articles by Director

• 289 (1) In the prescribed circumstances, the Director may cancel the articles and any related certificate of a corporation.

• Marginal note:No prejudice

  (2) Before proceeding under subsection (1), the Director shall be satisfied that the cancellation would not prejudice any of the members or creditors of the corporation.

• Marginal note:Request to Director to cancel articles

  (3) In the prescribed circumstances, the Director may, at the request of a corporation or of any other interested person, cancel the articles and any related certificate of the corporation if

  • (a) the cancellation is approved by the directors of the corporation; and

  • (b) the Director is satisfied that the cancellation would not prejudice any of the members or creditors of the corporation and that the cancellation reflects the original intention of the corporation or the incorporators.

• Marginal note:Application to court

  (4) On the application of the Director, the corporation or any other interested person, a court may

  • (a) order the cancellation of the articles of a corporation and any related certificate;

  • (b) determine the rights of members or creditors of the corporation; and

  • (c) make any other order that the court thinks fit.

• Marginal note:Notice to Director

  (5) An applicant under subsection (4) other than the Director shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

• Marginal note:Return of certificate

  (6) The Director may demand the surrender of a cancelled certificate.

Marginal note:Certificate

• 290 (1) The Director may provide any person with a certificate stating that a corporation

  • (a) has sent to the Director a document required to be sent under this Act;

  • (b) has paid all required fees; or

  • (c) exists as of a certain date.

• Marginal note:Director may refuse to issue certificate of existence

  (2) For greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document required to be sent under this Act or of paying a required fee.