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

PART 5Financial Disclosure

General

75 For the purpose of paragraph 172(1)(a) of the Act, the comparative financial statements shall, except as otherwise provided by this Part, be prepared in accordance with the generally accepted accounting principles set out in the CPA Canada Handbook – Accounting or the CPA Canada Public Sector Accounting Handbook, as amended from time to time.

76 For the purpose of subsection 174(3) of the Act, the prescribed period is 15 days.

77 For the purpose of subsection 175(1) of the Act, the prescribed period is 21 to 60 days before the day on which an annual meeting of members is held or before the day on which a resolution is signed under section 166 of the Act, as the case may be.

• 78 (1) For the purpose of paragraph 176(1)(a) of the Act, the prescribed period is 21 days.

• (2) For the purpose of paragraph 176(1)(b) of the Act, the prescribed period after the day on which the preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed is 15 months and the prescribed period after the end of the corporation’s preceding financial year is six months.

Contents of Financial Statements

• 79 (1) For the purpose of paragraph 172(1)(a) of the Act, the prescribed comparative financial statements are the following:

  • (a) a statement of financial position or a balance sheet;

  • (b) a statement of comprehensive income or a statement of retained earnings;

  • (c) a statement of changes in equity or an income statement; and

  • (d) a statement of cash flows or a statement of changes in financial position.

• (2) The comparative financial statements need not be designated by the names set out in subsection (1).

PART 6Public Accountant

• 80 (1) For the purpose of paragraph 179(a) of the Act, the prescribed amount is $50,000.

• (2) For the purpose of paragraph 179(b) of the Act, the prescribed amount is $1,000,000.

81 For the purpose of subsection 185(2) of the Act, the prescribed period is 21 days.

• 82 (1) For the purpose of subsection 187(2) of the Act, the prescribed period is 10 days.

• (2) For the purpose of subsection 187(8) of the Act, the prescribed period is 15 days.

• 83 (1) For the purposes of subsections 188(1) and 189(2) of the Act, except as otherwise provided by Part 5, a review engagement shall be conducted, and for the purposes of section 191 of the Act, the report following the review engagement shall be prepared, in accordance with the generally accepted auditing standards set out in the CPA Canada Handbook – Assurance, as amended from time to time.

• (2) For the purposes of subsections 188(2) and 189(1) of the Act, except as otherwise provided by Part 5, an audit engagement shall be conducted, and for the purposes of section 191 of the Act, the report following the audit engagement shall be prepared in accordance with the generally accepted auditing standards set out in the CPA Canada Handbook – Assurance, as amended from time to time.

84 For the purpose of paragraph 189(2)(a) of the Act, the prescribed amount is $250,000.

PART 7Fundamental Changes

• 85 (1) Despite subparagraph 207(1)(c)(ii) of the Act, the resolutions approving the amalgamation of a holding corporation with one or more of its subsidiary corporations may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating holding company.

• (2) Despite subparagraph 207(2)(b)(ii) of the Act, the resolutions approving the amalgamation of two or more wholly-owned subsidiary corporations of the same holding body corporate may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating subsidiary corporation whose memberships are not cancelled.

• 86 (1) For the purpose of paragraph 208(3)(a) of the Act, the prescribed amount is $1,000.

• (2) For the purpose of paragraph 208(3)(c) of the Act, the prescribed period is 30 days from the day on which the creditor receives the notice.

87 For the purpose of subsection 212(9) of the Act, the prescribed period is 15 months.

PART 8Rules of Procedure for Applications for Exemptions

Application

88 This Part applies to applications made under subsections 2(6), 25(1) and (2), 104(3), 160(2), 162(5) and 171(2) and sections 173, 190 and 271 of the Act.

Time for Making Applications

• 89 (1) An application under subsection 2(6) or 25(1) or (2) or section 271 of the Act may be made at any time.

• (2) An application under

  • (a) subsection 104(3) of the Act shall be made at least 30 days before the day on which the corporation is required to comply with Part 7 of the Act;

  • (b) subsection 160(2), 162(5) or 171(2) of the Act shall be made at least 30 days before the day on which the notice referred to in subsection 162(1) of the Act is to be given to the members; and

  • (c) section 173 or 190 of the Act be made at least 60 days before the documents in respect of which the exemption is requested are to be placed before the members in accordance with subsection 172(1) of the Act.

• (3) Despite paragraph (2)(c), the Director shall extend the time for making an application for an exemption if the applicant establishes that no prejudice will result from the extension.

• (4) For the purpose of paragraph (2)(b), when a notice referred to in subsection 162(1) of the Act is given to the members by a method set out in paragraph 63(1)(d), the date on which the notice was published for the first time is the date on which the notice is to be given.

General

90 The Director may request that an applicant for an exemption provide the Director with further information or that any other person provide the Director with information in writing that is relevant to the application.

91 The Director shall give an applicant for an exemption a copy of any information received from any other person under section 90 and shall allow the applicant a reasonable opportunity to respond in writing.

92 If an applicant for an exemption or a person from whom the Director has requested information under section 90 does not provide the information within the time specified by the Director, the Director may examine the application without regard to the information.

PART 9Cancellation of Articles and Certificates

• 93 (1) For the purpose of subsection 289(1) of the Act, the prescribed circumstances are that

  • (a) there is an obvious error in the articles or in the related certificate;

  • (b) there is an error in the articles or in the related certificate that was made by the Director;

  • (c) the cancellation of the articles and related certificate is ordered by a court; or

  • (d) the Director lacked the authority to issue the articles and related certificate.

• (2) For the purpose of subsection 289(3) of the Act, the prescribed circumstances are that there is no dispute among the directors or members as to the circumstances of the request for cancellation and

  • (a) the corporation has not used the articles and related certificate; or

  • (b) if it has used them, anyone dealing with the corporation on the basis of the articles and related certificate has consented to the cancellation.

PART 10Prescribed Fees

• 94 (1) The fee payable in respect of a service set out in items 1 to 3, column 1, of the schedule is the applicable fee set out in column 2.

• (2) There is no fee payable in respect of the following services:

  • (a) the receipt and examination by the Director of articles of amendment sent under section 200 of the Act, if the only purpose of the amendment is to do one or more of the following:

    • (i) add an English or French version to the corporation’s name,

    • (ii) change the corporation’s name as directed by the Director under subsection 13(2), (3) or (4) of the Act, or

    • (iii) change the province in which the registered office is situated or the number of directors, if the articles are sent using the Director’s online service;

  • (b) the receipt and examination by the Director of documents sent under subsection 288(1) of the Act or a request for correction referred to in subsection 288(3) of the Act, if the correction relates solely to an error made by the Director;

  • (c) the receipt and examination by the Director of a request for a cancellation referred to in subsection 289(1) of the Act, in the circumstance referred to in paragraph 93(1)(b) of these Regulations; or

  • (d) the provision by the Director of

    • (i) an uncertified copy or uncertified extract under subsection 279(2) of the Act, if it is requested by a department or agency of the government of Canada or of the government of a province, by a municipality in Canada or by a police or law enforcement agency in Canada, or

    • (ii) an uncertified copy or uncertified extract of a profile of a corporation generated by the Director.

• (3) In addition to the applicable fees set out in item 1 of the schedule, the fee set out in item 4 of the schedule is to be paid for

  • (a) the expedited examination of any of the following documents:

    • (i) articles of amalgamation sent under subsection 208(1) of the Act,

    • (ii) articles of continuance sent under subsection 211(4) of the Act,

    • (iii) a request for a document evidencing the satisfaction of the Director for the purpose of subsection 213(1) of the Act, or

    • (iv) articles of revival sent under subsection 219(2) of the Act; or

  • (b) the expedited examination of any of the following documents, if sent using the Director’s online service:

    • (i) articles of incorporation sent under section 8 of the Act, or

    • (ii) articles of amendment sent under section 200 of the Act.

94.1 On April 1, 2024 and every five years after that date, the fees set out in column 2 of the schedule are to be increased by one per cent and rounded down to the nearest multiple of five dollars.

Coming into Force

Footnote ^*95 These Regulations come into force on the day on which subsection 293(1) of the Canada Not-for-profit Corporations Act, chapter 23 of the Statutes of Canada, 2009, comes into force.

• Return to footnote ^*[Note: Regulations in force October 17, 2011, see SI/2011-87.]