Application

Marginal note:Application of Act

• 3. (1) This Act applies to every corporation and, to the extent provided for in Part 19, to bodies corporate without share capital incorporated by a special Act of Parliament.

• Marginal note:Certain Acts do not apply

  (2) The following do not apply to a corporation:

  • (a) the Canada Business Corporations Act;

  • (b) the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970; and

  • (c) the Winding-up and Restructuring Act.

• Marginal note:Limitations on business that may be carried on

  (3) No corporation shall carry on the business of

  • (a) a bank;

  • (b) an association to which the Cooperative Credit Associations Act applies;

  • (c) a company or society to which the Insurance Companies Act applies; or

  • (d) a company to which the Trust and Loan Companies Act applies.

• Marginal note:Limitation — granting degrees or regulating activities

  (4) Incorporation or continuance under this Act does not confer any authority on a corporation to carry on activities as a degree-granting educational institution or to regulate any activity, including a profession or trade.

Purpose

Marginal note:Purpose

4. The purpose of this Act is to allow the incorporation or continuance of bodies corporate as corporations without share capital, including certain bodies corporate incorporated or continued under various other Acts of Parliament, for the purposes of carrying on legal activities and to impose obligations on certain bodies corporate without share capital incorporated by a special Act of Parliament.

Designation of Minister

Marginal note:Power of Governor in Council

5. The Governor in Council may designate any member of the Queen’s Privy Council for Canada to be the Minister for the purposes of this Act.

PART 2INCORPORATION

Marginal note:Incorporators

• 6. (1) One or more individuals or bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 8.

• Marginal note:Individuals

  (2) No individual may incorporate a corporation under subsection (1) if that individual

  • (a) is less than 18 years of age;

  • (b) has been declared incapable by a court in Canada or in another country; or

  • (c) has the status of a bankrupt.

Marginal note:Articles of incorporation

• 7. (1) Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation,

  • (a) the name of the corporation;

  • (b) the province where the registered office is to be situated;

  • (c) the classes, or regional or other groups, of members that the corporation is authorized to establish and, if there are two or more classes or groups, any voting rights attaching to each of those classes or groups;

  • (d) the number of directors or the minimum and maximum number of directors;

  • (e) any restrictions on the activities that the corporation may carry on;

  • (f) a statement of the purpose of the corporation; and

  • (g) a statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation.

• Marginal note:Other required provisions

  (2) Articles of incorporation shall set out, in respect of the proposed corporation, any provision required by any other Act of Parliament to be set out in the articles.

• Marginal note:Additional provisions in articles

  (3) The articles may set out any provisions that may be set out in the by-laws.

• Marginal note:Equivalency

  (3.1) Any requirement under this Act to set out a provision in the by-laws is deemed met by setting out the provision in the articles.

• Marginal note:Special majorities

  (4) Subject to subsection (5), if the articles or a unanimous member agreement requires a greater number of votes of directors or members than that required by this Act to effect any action, the provisions of the articles or of the unanimous member agreement prevail.

• Marginal note:Removal of directors

  (5) The articles may not require a greater number of votes of members to remove a director than the number required by section 130.

Marginal note:Delivery of articles of incorporation

8. One of the incorporators shall send to the Director articles of incorporation and the documents required by sections 20 and 128.

Marginal note:Certificate of incorporation

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

Marginal note:Effect of certificate

10. A corporation comes into existence on the date shown in the certificate of incorporation.

Marginal note:Alternate name

• 11. (1) Subject to subsection 13(1), the name of a corporation may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets any prescribed criteria. The corporation may use and may be legally designated by any such form.

• Marginal note:Alternate name outside Canada

  (2) Subject to subsection 13(1), a corporation may, for use outside Canada, set out its name in its articles in any language form and it may use and may be legally designated by any such form outside Canada.

• Marginal note:Publication of name

  (3) A corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation.

• Marginal note:Other name

  (4) Subject to subsections (3) and 13(1), a corporation may carry on activities under or identify itself by a name other than its corporate name.

Marginal note:Reserving name

• 12. (1) The Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation about to change its name.

• Marginal note:Designating number

  (2) If requested to do so by the incorporators or a corporation, the Director shall assign to the corporation as its name a designating number followed by the word “Canada” and a prescribed term.

Marginal note:Prohibited names

• 13. (1) A corporation shall not be incorporated or continued under this Act with, change its name to, or have, carry on activities under or identify itself by, a name that is prohibited by the regulations or that does not meet the prescribed requirements.

• Marginal note:Directing change of name

  (2) The Director may direct a corporation to change its name in accordance with section 197 if, through inadvertence or otherwise, the corporation acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.

• Marginal note:Directing change of numbered name

  (3) If a corporation has a designating number as its name, the Director may direct the corporation to change its name to a name other than a designating number in accordance with section 197.

• Marginal note:Undertaking to dissolve or change name

  (4) If a corporation acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the corporation to change its name in accordance with section 197, unless the undertaking is honoured within the period specified in subsection (5).

• Marginal note:Revoking name

  (5) If a corporation has not followed a directive under subsection (2), (3) or (4) within the prescribed period, the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 197, the name of the corporation is the name assigned by the Director.

Marginal note:Certificate of amendment

• 14. (1) If the Director assigns a new name to a corporation under subsection 13(5), the Director shall issue a certificate of amendment showing the name and shall publish notice of the change of name as soon as practicable in a publication generally available to the public.

• Marginal note:Effect of certificate

  (2) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.

Marginal note:Pre-incorporation and pre-amalga­mation contracts

• 15. (1) Subject to this section and unless the contract expressly provides otherwise, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to its benefits.

• Marginal note:Adoption or ratification of contract

  (2) The corporation may, within a reasonable time after it comes into existence, adopt or, in Quebec, ratify the contract by any action or conduct signifying its intention to be bound by the contract, and on the adoption or ratification

  • (a) the corporation is bound by the contract and is entitled to its benefits as if the corporation had been in existence at the date of the contract and had been a party to it; and

  • (b) the person ceases to be bound by or entitled to the benefits of the contract, except as provided for in subsection (3).

• Marginal note:Application to court

  (3) Whether or not a written contract made before the coming into existence of a corporation is adopted or, in Quebec, ratified by the corporation, a party to the contract may apply to a court for an order respecting the nature and extent of the obligations and liability under the contract of the corporation and the person who is bound by the contract under subsection (1). On the application, the court may make any order that it thinks fit.

PART 3CAPACITY AND POWERS

Marginal note:Capacity of a corporation

• 16. (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

• Marginal note:Activities

  (2) A corporation may carry on activities throughout Canada.

• Marginal note:Extra-territorial capacity

  (3) A corporation has the capacity to carry on its activities, conduct its affairs and exercise its powers in a jurisdiction outside Canada to the extent that the laws of that jurisdiction permit.