Canada Not-for-profit Corporations Regulations (SOR/2011-223)

Interpretation

1 In these Regulations, Act means the Canada Not-for-profit Corporations Act.

PART 1General

Corporate Records and Registers

• 2 (1) For the purpose of subsection 21(2) of the Act, the prescribed information for the register of directors is

  • (a) the name of each director;

  • (b) the current residential address of each director;

  • (c) an email address if the director has consented to receiving information or documents by electronic means; and

  • (d) for each person named in the register, the date on which that person became a director and, if applicable, the date on which that person ceased to be a director.

• (2) For the purpose of subsection 21(2) of the Act, the prescribed information for the register of officers is

  • (a) the name of each officer;

  • (b) the current residential address of each officer;

  • (c) an email address if the officer has consented to receiving information or documents by electronic means; and

  • (d) for each person named in the register, the date on which that person became an officer and, if applicable, the date on which that person ceased to be an officer.

• (3) For the purpose of subsection 21(2) of the Act, the prescribed information for the register of members is

  • (a) the name of each member;

  • (b) the current residential or business address of each member;

  • (c) an email address if the member has consented to receiving information or documents by electronic means;

  • (d) for each person named in the register, the date on which that person became a member and, if applicable, the date on which that person ceased to be a member; and

  • (e) the class or group of membership of each member, if any.

3 For the purpose of subsection 44(1) of the Act, the prescribed information is

• (a) the name of each debt obligation holder;

• (b) the residential or business address of each debt obligation holder;

• (c) an email address if the debt obligation holder has consented to receiving information or documents by electronic means;

• (d) for each person named in the register, the date on which that person became a debt obligation holder and, if applicable, the date on which that person ceased to be a debt obligation holder; and

• (e) the principal amount of each of the outstanding debt obligations of each debt obligation holder.

4 For the purpose of subsection 21(4) of the Act, the prescribed period is six years after the end of the financial year to which the accounting records relate.

5 For the purposes of subsections 22(4), 24(2) and 107(1) of the Act, the prescribed information that has to be set out in the list of debt obligation holders is the following information drawn from the debt obligations register:

• (a) the names, in alphabetical order, and addresses of the registered debt obligation holders;

• (b) the principal amount of outstanding debt obligations for each debt obligation holder; and

• (c) the aggregate principal amount of the outstanding debt obligations.

6 For the purposes of subsections 23(2) and 24(2) of the Act, the prescribed information that has to be set out in the list of members is the following information drawn from the register of members:

• (a) the names, in alphabetical order, and addresses of the members; and

• (b) each member’s class or group, if any.

7 For the purposes of subsections 22(2) and 23(1) of the Act, the prescribed period is within 10 days after receipt of the statutory declaration, not including a period beginning on the day on which an application is made to the Director under section 25 of the Act and ending on the day on which the Director renders a decision with respect to the application.

• 8 (1) For the purposes of subsections 22(4), 23(2), 24(2) and 107(1) of the Act, the prescribed period for furnishing the list of debt obligation holders or the list of members is within 10 days after receipt of the statutory declaration or receipt of the Director’s request, as the case may be, not including a period beginning on the day on which an application is made to the Director under section 25 of the Act and ending on the day on which the Director renders a decision with respect to the application.

• (2) For the purposes of subsections 22(4), 23(2), 24(2) and 107(1) of the Act, the day for the lists to be up to date is not more than 10 days before the receipt of the statutory declaration or request.

Electronic Documents

9 For the purposes of section 265 of the Act, prescribed information is the information referred to in subsection 162(1) of the Act.

• 10 (1) For the purpose of paragraph 266(2)(a) of the Act, the consent shall be in writing.

• (2) For the purpose of paragraph 266(2)(b) of the Act, information, other than information that is required under the Act to be sent to a specific place, may be sent as an electronic document to a place other than to an information system designated by the addressee under paragraph 266(2)(a) of the Act by posting it on or making it available through a generally accessible electronic source, such as a website, and by providing the addressee with notice in writing of the availability and location of that electronic document.

11 For the purpose of subsection 266(3) of the Act, an addressee may revoke the consent in writing.

12 For the purposes of paragraphs 267(b) and 268(2)(b) of the Act, when several addressees are provided with information, that information shall be provided concurrently, regardless of the manner of provision.

13 An electronic document is considered to have been provided when it leaves an information system within the control of the originator or another person who provided the document on the originator’s behalf.

14 An electronic document is considered to have been received

• (a) if the document is provided to the information system designated by the addressee, when it enters that information system; or

• (b) if the document is posted on or made available through a generally accessible electronic source, when the notice referred to in subsection 10(2) is received by the addressee or, if sent electronically, when the notice enters the information system designated by the addressee.

Dispensation Requirement

15 For the purpose of paragraph 285(b) of the Act, the prescribed requirement is that the dispensation does not prejudice any of the members or the public interest.

PART 2Time Periods and Prescribed Amounts

Definition of “soliciting corporation”

16 For the purpose of subsection 2(5.1) of the Act,

• (a) the prescribed duration is from the date prescribed in paragraph (b) to the third annual meeting of members following that date;

• (b) the prescribed date is the date of the first annual meeting of members following the last financial year end;

• (c) the prescribed period is the duration of the last financial year; and

• (d) the prescribed amount is $10,000.

Debt Obligation Certificates and Transfers

17 For the purpose of subsection 44(5) of the Act, the prescribed period is six years after the day on which the certificate was cancelled.

• 18 (1) For the purpose of paragraph 61(2)(a) of the Act, the prescribed period is two years.

• (2) For the purpose of paragraph 61(2)(b) of the Act, the prescribed period is one year.

• 19 (1) For the purpose of paragraph 72(2)(a) of the Act, the prescribed period is one year.

• (2) For the purpose of paragraph 72(2)(b) of the Act, the prescribed period is six months.

20 For the purpose of paragraph 95(4)(a) of the Act, the prescribed period is one year.

21 For the purpose of subsection 97(2) of the Act, the prescribed period is 30 days.

22 For the purpose of section 99 of the Act, the prescribed period is one year after the day on which the notice was received.

Trust Indentures

23 For the purpose of subsection 105(2) of the Act, the prescribed period is 90 days.

24 For the purpose of subsection 111(2) of the Act, the prescribed period is one year.

25 For the purpose of section 112 of the Act, the prescribed period is 30 days after the day on which the trustee becomes aware of the event of default.

Receivers, Receiver-Managers and Sequestrators

26 For the purpose of paragraph 123(f) of the Act, the prescribed period is six months.

Directors and Officers

27 For the purpose of subsection 127(3) of the Act, the prescribed period is five or more days before the day on which the meeting is to be held.

• 28 (1) For the purpose of subsection 128(3) of the Act, the prescribed period is four years.

• (2) For the purpose of subparagraph 128(9)(b)(i) of the Act, the prescribed period is 10 days after the day on which the election or appointment took place.

• 29 (1) For the purpose of subsection 134(1) of the Act, in the case of a change in directors, the prescribed period is 15 days after the day on which a change is made and, in the case of a change of address, 15 days after the corporation receives a notice from a director under subsection 134(2) of the Act.

• (2) For the purpose of subsection 134(2) of the Act, the prescribed period is 15 days after the day on which the change is made.

30 For the purpose of subsection 147(3) of the Act, the prescribed period is seven days.

Liquidation and Dissolution

31 For the purposes of subsections 218(1) and (2) of the Act, the prescribed period is three years.

• 32 (1) For the purpose of subparagraph 222(1)(a)(i) of the Act, the prescribed period is three years.

• (2) For the purpose of subparagraph 222(1)(a)(ii) of the Act, the prescribed period is three consecutive years.

• (3) For the purpose of subparagraph 222(1)(a)(iii) of the Act, the prescribed period is one year.

• (4) For the purpose of subsection 222(3) of the Act, the prescribed period is 120 days after the day on which notice is given by the Director under paragraph 222(2)(a) of the Act.

33 For the purpose of paragraph 223(1)(a) of the Act, the prescribed period is two or more consecutive years.

• 34 (1) For the purpose of subsection 226(2) of the Act, the prescribed period is 30 days.

• (2) For the purpose of paragraph 226(4)(a) of the Act, the prescribed minimum frequency is once a week.

• 35 (1) For the purpose of paragraph 231(b) of the Act, the notice of the appointment shall be published in a newspaper once a week for two consecutive weeks.

• (2) For the purpose of subparagraph 231(b)(iii) of the Act, the prescribed period is 60 days after the day on which the notice of the appointment was first provided by the liquidator.

• (3) For the purpose of paragraph 231(h) of the Act, the prescribed period is one year.

36 For the purpose of subsection 233(2) of the Act, the prescribed period is one year.

37 For the purpose of paragraph 235(1)(c) of the Act, the prescribed period is 60 months before the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation and the prescribed amount is $10,000 in any financial year ending in that prescribed period.

38 For the purpose of section 238 of the Act, the prescribed period is six years beginning on the day on which the corporation is dissolved.

Remedies, Offences and Punishment

39 For the purpose of paragraph 251(2)(a) of the Act, the prescribed period is 14 or more days.

40 For the purpose of subsection 257(1) of the Act, the prescribed period is the later of 30 days after the day on which the articles or other document is received and 20 days after the day on which any related approval required under any other Act is received.

General

• 41 (1) For the purpose of subsection 283(3) of the Act, the prescribed documents and classes of documents are

  • (a) a notice of registered office referred to in subsection 20(2) or (3) of the Act;

  • (b) a notice of directors referred to in subsection 128(1) of the Act;

  • (c) a notice of change referred to in subsection 134(1) of the Act;

  • (d) the documents referred to in section 153 of the Act; and

  • (e) letters patent and supplementary letters patent.

• (2) For the purpose of subsection 283(3) of the Act, the prescribed periods are

  • (a) in respect of an application for an exemption referred to in section 88 of these Regulations, six years beginning on the day on which the application is received by the Director;

  • (b) in respect of a copy of the documents sent under subsection 176(1) of the Act, three years beginning on the day on which the copy is received by the Director;

  • (c) in respect of a document evidencing the satisfaction of the Director for the purpose of subsection 213(1) of the Act, two years beginning on the day on which the document is issued by the Director; and

  • (d) in respect of an annual return referred to in section 278 of the Act, two years beginning on the day on which it is received by the Director.

PART 3Corporate Names

Interpretation

• 42 (1) The following definitions apply in this Part.

  corporate name

  corporate name[Repealed, SOR/2022-40, s. 46]

  deceptively misdescriptive

  deceptively misdescriptive means, in respect of a corporate name, that the name is likely to mislead the public, in any language, with respect to any of the following:

  • (a) the activities, goods or services in association with which it is proposed to be used;

  • (b) the conditions under which the goods or services will be produced or supplied or the persons to be employed in the production or supply of the goods or services; and

  • (c) the place of origin of the goods or services. (fausse et trompeuse)

  distinctive

  distinctive, in relation to a trade-name, considered as a whole and by its separate elements, means a trade-name that distinguishes the activities in association with which it is used or intended to be used by its owner from any other activities or that is adapted to so distinguish them. (distinctive)

  official mark

  official mark means an official mark referred to in subparagraph 9(1)(n)(iii) of the Trademarks Act. (marque officielle)

  trademark

  trademark means a trademark as defined in section 2 of the Trademarks Act. (marque de commerce)

  trade-name

  trade-name means a name that has been reserved by the Director under subsection 12(1) of the Act, or the name under which activities are carried on, or intended to be carried on, whether it is a corporate name or the name of a body corporate, trust, partnership, sole proprietorship or individual. (dénomination commerciale)

  use

  use means the actual use by a person that carries on activities in Canada or elsewhere. (emploi)

• (2) For greater certainty, this Part applies to the corporate name of an amalgamated corporation.