Canada Not-for-profit Corporations Regulations

Table of Contents

• Interpretation
• Part 1 - General
• Forms
• Corporate Records and Registers
• Electronic Documents
• Dispensation Circumstances Prescribed
• Part 2 - Time Periods
• Definitions and Applications
• Debt Obligation Certificates and Transfers
• Trust Indentures
• Receivers and Receiver-Managers
• Directors and Officers
• Liquidation and Dissolution
• Remedies, Offences and Punishments
• General
• Part 3 - Corporate Names
• Interpretation
• Confusion of Names
• Consideration of Whole Name
• Prohibited Names
• Deceptively Misdescriptive Names
• Certain Names Not Prohibited
• Part 4 - Members
• Time Period for Annual Meeting of Members
• Record Date
• Notice of Meeting of Members
• Member proposals
• Quorum for Meetings of Members
• Communication Facilities for Meeting of Members
• Requisition of Meeting of Members
• Unanimous Member Agreements
• Absentee Voting
• Part 5 - Financial Disclosure
• General
• Contents of Financial Statements
• Part 6 - Public Accountants
• Dispensing with the Public Accountant
• Public Accountant
• Part 7 - Fundamental Change
• Part 8 - Rules of Procedure for Applicatiions for Exemptions
• Application
• Time of Filing Applications
• General
• Part 9 - Cancellation of Articles and Certificates
• Part 10 - Prescribed Fees
• Coming into Force
• Schedule 1

Interpretation

1.  The following definitions apply in these Regulations. "Act" means the Canada Not-for-profit Corporations Act. (Loi)

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Part 1 - General

Forms

2.  Any forms, procedures or policy guidelines that the Director establishes from time to time for the better administration of the Act shall be published in a publication generally available to the public.

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Corporate Records and Registers

1. for the register of members is:
   
   
   1. the name of each member;
   2. the current residential or business address of each member;
   3. an e-mail address for the receipt of an electronic document if the member has consented to receiving information by electronic means;
   4. the date on which each person named in the register became a member;
   5. the date on which each person named in the register ceased to be a member; and
   6. the class or group of membership, if any; and
      
      
2. for the register of directors and of officers is:
   
   
   1. the name of each director or officer;
   2. the current residential address of each director or officer;
   3. an e-mail address for the receipt of an electronic document if the director or officer has consented to receiving information by electronic means;
   4. the date on which each person named in the register became a director or officer; and
   5. the date on which each person named in the register ceased to be a director or officer.
      
      

1. the name of each debt obligation holder;
2. the residential or business address of each debt obligation holder;
3. an e-mail address for the receipt of an electronic document if the debt obligation holder has consented to receiving information by electronic means;
4. the date on which each person named in the register became a debt obligation holder;
5. the date on which each person named in the register ceased to be a debt obligation holder; and
6. the principal amount of each of their outstanding debt obligations.

5.  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 records relate.

1. the names, in alphabetical order, and addresses of the registered holders of the outstanding debt obligations;
2. the principal amount of each of their outstanding debt obligations; and
3. the aggregate principal amount of the debt obligations outstanding.

7.  For the purpose of subsections 23(2) and 24(2) of the Act the prescribed information for the list of members, to be drawn from the register of members, is the names, in alphabetical order, addresses of the members and each member's class or group of membership, if any.

8.  For the purpose of subsections 22(4), 23(2), 24(2) and 108(1) of the Act, the prescribed period for furnishing the list is within 10 days after receipt of the statutory declaration or receipt of the request from the Director, as the case may be, and the prescribed day for the list to be up to date is not more than 10 days before the receipt of the statutory declaration or request.

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Electronic Documents

1. the document is posted on or made available through a generally accessible electronic source, such as a website; and
2. the addressee is provided with notice in writing of the availability and location of that electronic document.
   

10.  For the purposes of subsection 264(3) of the Act, an addressee shall revoke his or her consent in writing.

11.  For the purpose of paragraphs 265(b) and 266(2)(b) of the Act, when information, including information in a notice or other document, is provided to several addressees, the information shall be provided to the addressees concurrently, regardless of the manner of provision.

12.  For the purposes of Part 17 of the Act, when information, including information in a notice or other document, is required under the Act to be sent to a specific place, an electronic document may be sent instead to an information system designated for the receipt of the information.

13.  For the purposes of Part 17 of the Act, an electronic document is considered to have been provided to a person when it leaves an information system within the control of the originator or another person who provided it on behalf of the originator.

1. when it enters the information system designated by the addressee; or
2. if the document is posted on or made available through a generally accessible electronic source, when the notice referred to in paragraph 9(2)(b) is received by the addressee or, if sent electronically, when the notice enters the information system designated by the addressee.

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Dispensation Circumstances Prescribed

15.  For the purpose of paragraph 283(b) of the Act, the prescribed circumstances are that the dispensation would not prejudice any of the members or the public interest.

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Part 2 - Time Periods

Definitions and Application

16.  For the purpose of the definition of "soliciting corporation" in subsection 2(1) of the Act, the prescribed period is three years.

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Debt Obligation Certificates and Transfers

17.  For the purpose of subsection 45(5) of the Act, the prescribed period for production of a cancelled debt obligation certificates is 6 years after the date of its cancellation.

18.  (1) For the purpose of paragraph 62(2)(a) of the Act, the prescribed period is 2 years.
(2) For the purpose of paragraph 62(2)(b) of the Act, the prescribed period is 1 year.

19.  (1) For the purpose of paragraph 73(2)(a) of the Act, the prescribed period is 1 year.
(2) For the purpose of paragraph 73(2)(b) of the Act, the prescribed period is 6 months.

20.  For the purpose of paragraph 96(4)(a) of the Act, the prescribed period is 1 year.

21.  For the purpose of subsection 98(2) of the Act, the prescribed period is 30 days.

22.  For the purpose of section 100 of the Act, the prescribed period is 1 year after the day it was received.

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Trust Indentures

23.  For the purpose of subsection 106(2) of the Act, the prescribed period is 90 days.

24.  For the purpose of subsection 112(2) of the Act, the prescribed period is 1 year.

25.  For the purpose of section 113 of the Act, the prescribed period is 30 days after the trustee becomes aware of the event of default.

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Receivers and Receiver-Managers

26.  For the purpose of paragraph 124(f) of the Act, the prescribed period for the preparation of financial statements is 6 months.

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Directors and Officers

27.  For the purpose of subsection 128(3) of the Act, the prescribed period is 5 or more days.

28.  For the purpose of subparagraph 129(9)(b)(i) of the Act, the prescribed period for consenting to hold office is 10 days after the election or appointment as director.

29.  (1) For the purpose of subsection 135(1) of the Act, the prescribed period for sending the notice to the Director is 15 days after a change is made among the directors or the corporation receives a notice of change of address of a director referred to in subsection 135(2) of the Act.
(2) For the purpose of subsection 135(2) of the Act, the prescribed period for sending a notice of change of address to the corporation is 15 days after the director changes his or her address.

30.  For the purpose of subsection 148(3) of the Act, the prescribed period is 7 days.

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Liquidation And Dissolution

31.  For the purpose of subsections 216(1) and (2) of the Act, the prescribed period is three years.

32.  (1) For the purpose of paragraph 220(1)(a)(i) of the Act, the prescribed period is 3 years.
(2) For the purpose of paragraph 220(1)(a)(ii) of the Act, the prescribed period is 3 consecutive years.
(3) For the purpose of paragraph 220(1)(a)(iii) of the Act, the prescribed period is 1 year.
(4) For the purpose of subsection 220(3) of the Act, the prescribed period is 120 days after notice is given under paragraph 220(2)(a) of the Act.

33.  For the purpose of paragraph 221(1)(a) of the Act, the prescribed period is 2 or more consecutive years.

34.  (1) For the purpose of subsection 224(2) of the Act, the prescribed period is 30 days.
(2) For the purpose of paragraph 224(4)(a) of the Act, the prescribed frequency is at least once in each week before the time appointed for the hearing.

35.  (1) For the purpose of paragraph 229(b)(iii) of the Act, the prescribed period is 60 days after the first publication of the notice.
(2) For the purpose of paragraph 229(h) of the Act, the prescribed period is 1 year.

36.  For the purpose of subsection 231(2) of the Act, the prescribed period is 1 year.

37.  For the purpose of paragraph 233(1)(c) of the Act, the prescribed period is 5 years.

38.  For the purpose of section 236 of the Act, the prescribed period for the production of documents and records of a dissolved corporation is 6 years.

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Remedies, Offences and Punishments

39.  For the purpose of paragraph 249(2)(a) of the Act, the prescribed period for giving notice is 14 or more days.

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General

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Part 3 - Corporate Names

Interpretation

1. the receipt of articles of incorporation under section 9 of the Act;
2. a request to the Director to reserve a name under subsection 12(1) of the Act;
3. if a change of a corporation's name is involved, the receipt of articles of amendment under section 199 of the Act, articles of reorganization under subsection 213(5) of the Act and articles of arrangement under subsection 214(6) of the Act;
4. if the name of the amalgamated corporation will be different from the names of the amalgamating corporations, the receipt of articles of amalgamation under subsection 206(4) of the Act;
5. the receipt of articles of continuance under subsection 209(5) of the Act; or
6. the receipt of articles of revival under subsection 217(3) of the Act.
   
   

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Confusion of Names

1. a trade-mark or an official mark if the use of both the corporate name and either the trade-mark or the official mark, as the case may be, is likely to lead to the inference that the activities carried on or intended to be carried on under the corporate name and the activities connected with the trade-mark or the official mark, as the case may be, are one organization, whether or not the nature of the activities of each is generally the same; or
   
   
2. a trade-name if the use of both names is likely to lead to the inference that the activities carried on or intended to be carried on under the corporate name and the activities carried on under the trade-name are one organization, whether or not the nature of the activities of each is generally the same.

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Consideration of Whole Name

44.  When determining whether a trade-name is distinctive, the name as a whole and not only its separate elements shall be considered.

45.  (1) For the purpose of subsection 12(1), the prescribed period for a reserved a name is 90 days.
(2) For the purposes of subsection 12(2) the prescribed term is one of the following: Association, Center, Centre, Fondation, Foundation, Institut, Institute and Society.

46.  For the purpose of subsections 13(5) and 294(8), the prescribed period for changing a name is 60 days.

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Prohibited Names

1. written consent has been obtained from the person for whom the corporate name was reserved; or
2. the 90-day reservation period referred to in subsection 12(1) of the Act has expired.
   
   

1. "cooperative", "coopérative", "co-op" or "pool" when it connotes a cooperative venture;
2. "Parliament Hill" or "Colline du Parlement";
3. "Royal Canadian Mounted Police", "Gendarmerie royale du Canada", "RCMP" or "GRC"; or
4. "United Nations", "Nations Unies", "UN" or "ONU"" when it connotes a relationship to the United Nations.
   
   

1. carries on activities under royal, vice-regal or governmental patronage, approval or authority, unless the appropriate government department or agency consents in writing to the use of the name;
2. is sponsored or controlled by or is connected with the Government of Canada, the government of a province, the government of a country other than Canada or a political subdivision or agency of any such government, unless the appropriate government, political subdivision or agency consents in writing to the use of the name;
3. is sponsored or controlled by or is connected with a university or an association of accountants, architects, engineers, lawyers, physicians or surgeons or another professional association recognized by the laws of Canada or a province, unless the appropriate university or professional association consents in writing to the use of the name;
4. carries on the business of a bank, a loan company, an insurance company, a trust company or another financial intermediary that is regulated by a law of Canada, unless the Superintendent of Financial Institutions consents in writing to the use of the name; or
5. carries on the business of a stock exchange that is regulated by a law of a province, unless the relevant provincial securities regulator consents in writing to the use of the name.

50.  For the purpose of paragraph 13(1)(a) of the Act, a corporate name is prohibited if it contains a word or phrase, or connotes an activity, that is obscene.

1. is only descriptive, in any language, of the activities of the corporation, of the goods and services in which the corporation deals or intends to deal, or of the quality, function or other characteristic of those goods and services;
2. is primarily or only the name or family name, used alone, of an individual who is living or has died within 30 years before the date of the request for a corporate name
3. is primarily or only a geographic name, used alone.
   
   

1. the inherent distinctiveness of the whole or any elements of any trade-mark, official mark or trade-name and the extent to which it has become known;
2. the length of time the trade-mark, official mark or trade-name has been in use;
3. the nature of the goods or services associated with a trade-mark or an official mark, or the nature of the activities carried on under or associated with a trade-name, including the likelihood of any competition among businesses using such a trade-mark, official mark or trade-name;
4. the nature of the trade with which a trade-mark, an official mark or a trade-name is associated, including the nature of the products or services and the means by which they are offered or distributed;
5. the degree of resemblance between the proposed corporate name and a trade-mark, an official mark or a trade-name in appearance or sound or in the ideas suggested by them; and
6. the territorial area in Canada in which the proposed corporate name or an existing trade-name is likely to be used.

53.  For the purpose of paragraph 13(1)(a) of the Act, a corporate name is prohibited if an element of the name is the family name of an individual, whether or not preceded by their given name or initials, unless the individual or their heir or personal representative consents in writing to the use of their name.

1. a corporate name is prohibited if its use is likely to lead to the inference that the activities carried on or intended to be carried on under it and the activities of a body corporate that is dissolved are one organization, whether or not the nature of their activities is generally the same; and
2. the name of a corporation that is revived under section 217 of the Act is prohibited if it is confusing with a name acquired by another corporation during the period beginning on the date of dissolution and ending on the date of revival of the revived corporation.
   
   

1. consents in writing to the use of the name, and the name is not otherwise prohibited; and
2. undertakes in writing to dissolve immediately or to change its name before the corporation that proposes to use the name begins to use it, and the name is not otherwise prohibited.
   
   

56.  Section 52 does not apply to a corporate name that contains a word that is the same as or similar to the distinctive element of an existing trade-mark, official mark or trade-name and is confusing with one or another of the distinctive elements if the person who owns the trade-mark, official mark, or trade-name consents in writing to the use of the corporate name, and the name is not otherwise prohibited.

1. the corporate name is the name of an existing or a proposed corporation that is the successor to the activities of the body corporate and the body corporate has ceased or will, in the immediate future, cease to carry on activities under that corporate name and undertakes in writing to dissolve or to change its corporate name before the successor corporation begins carrying on activities under that corporate name;
2. subject to subsection (2), the corporate name of the existing or proposed corporation sets out in numerals the year of incorporation, or the year of the most recent amendment to the corporate name, in parentheses; and
3. the corporate name is not otherwise prohibited.
   

1. the body corporate undertakes in writing to dissolve, or to change its name, before the corporation begins using the corporate name; and
2. the name is not otherwise prohibited.
   

1. the body corporate undertakes in writing to dissolve, or to change its name, before the proposed corporation begins using the corporate name; and
2. the name is not otherwise prohibited.

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Deceptively Misdescriptive Names

1. the activities, goods or services in association with which it is proposed to be used;
2. 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; or
3. the place of origin of the goods or services.

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Certain Names Not Prohibited

60.  (1) A corporate name is not prohibited only because it contains alphabetic or numeric characters, initials, punctuation marks or any combination of those elements.
(2) If a corporate name only contains numeric or alphanumeric characters, initials, punctuation marks or any combination of those elements, the name must also have one of the following terms: Association, Center, Centre, Fondation, Foundation, Institut, Institute and Society.

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Part 4 - Members

Time Period for Annual Meeting of Members

61.  For the purpose of paragraph 160(1)(a) of the Act, the prescribed period for the first annual meeting is 18 months.
(2) For the purpose of paragraph 160(1)(b) of the Act, the prescribed period for subsequent annual meetings is not later than 15 months after holding the last preceding annual meeting but not later than 6 months after the end of the corporation's preceding financial year.

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Record Date

62.  (1) For the purposes of paragraphs 161(1)(a) and (b) of the Act, the prescribed period for the directors to fix the record date is not less than 21 days and not more than 60 days before the date of the meeting.
(2) For the purposes of paragraphs 161(1)(c) and (d) of the Act, the prescribed period for the directors to fix the record date is not more than 60 days before the particular action to be taken.

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Notice of Meeting of Members

1. by mail, courier or personal delivery if a notice of the meeting is sent to each member and debt obligation holder entitled to vote at the meeting not less than 21 days and not more than 60 days before the meeting;
   
   
2. by telephonic, electronic or other communication facility if a notice of the meeting is communicated to each member and debt obligation holder entitled to vote at the meeting not less than 14 days and not more than 35 days before the meeting;
   
   
3. by publication in the case of a corporation that has more than 250 members if notice is given:
   
   
   1. at least once in each of the three consecutive weeks preceding the meeting in a newspaper or newspapers circulated in the municipalities in which the majority of the members of the corporation reside as shown by their addresses in the register of members; or
      
      
   2. at least once in a publication of the corporation that is sent to all its members and directors not less than 14 days and not more than 60 days before the meeting; and
      
      
4. by notice affixed not less than 30 days before the meeting to a notice board where information on the activities of the corporation are regularly posted and in a location where the members usually attend.
   
   

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Member Proposals

64.  For the purpose of subsection 163(3) of the Act, a proposal and a statement in support of it shall together consist of not more than 500 words.

65.  For the purpose of subsection 163(5) of the Act, the prescribed percentage for nominations for the election of directors is 5%.

66.  For the purpose of paragraph 163(6)(a) of the Act, the prescribed number of days for submitting a proposal to the corporation is not less than 90 days and not more than 150 days before the anniversary of the previous annual meeting of members.

67.  For the purpose of paragraph 163(6)(d) of the Act, the prescribed period before the receipt of a proposal is two years.

1. 3% of the total number of memberships voted, if the proposal was introduced at an annual meeting of members;
2. 6% of the total number of memberships voted at its last submission to members, if the proposal was introduced at two annual meetings of members; and
3. 10% of the total number of memberships voted at its last submission to members, if the proposal was introduced at three or more annual meetings of members.
   
   

69.  For the purpose of subsection 163(8) of the Act, the prescribed period for giving notice is 21 days after the receipt by the corporation of the proposal.

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Quorum for Meetings of Members

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Communication Facilities for Meeting of Members

1. enables the votes to be gathered in a manner that permits their subsequent verification; and
2. permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member or group of members voted.
   
   

1. enables the vote to be gathered in a manner that permits its subsequent verification; and
2. permits the tallied vote to be presented to the corporation without it being possible for the corporation to identify how the member voted.

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Requisition Of Meeting of members

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Unanimous Member Agreements

73.  For the purpose of subsection 170(4) of the Act, the prescribed period for rescinding the transaction is 30 days.

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Absentee Voting

1. vote by appointing in writing a proxyholder or one or more alternate proxyholders, who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy subject to the following requirements:
   
   
   1. a proxy is valid only at the meeting in respect of which it is given or any adjournment of that meeting;
   2. a member may revoke a proxy by depositing an instrument in writing executed by the member authorized in writing
      
      
      1. at the registered office of the corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment of that meeting , at which the proxy is to be used, or
      2. with the chairman of the meeting on the day of the meeting or an adjournment of that meeting;
         
         
   3. a proxyholder or an alternate proxyholder has the same rights as the member by whom they were appointed to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one member, to vote at such a meeting in respect of any matter by way of any show of hands;
      
      
   4. a form of proxy shall:
      
      
      1. indicate, in bold-face type:
         
         
         1. the meeting at which it is to be used; and
         2. that the member may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and shall contain instructions on the manner in which the member may make the appointment;
            
            
      2. contain a designated blank space for a date;
         
         
      3. provide a means for the member to designate some other person as proxyholder, if the form of proxy designates a person as proxyholder;
         
         
      4. provide a means for the member to specify that the membership registered in their name are to be voted for or against each matter or group of related matters identified in the notice of meeting, other than the appointment of an public accountant and the election of directors;
         
         
      5. provide a means for the member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors;
         
         
      6. shall state that the membership represented by the proxy will be voted or withheld from voting, in accordance with the instructions of the member, on any ballot that may be called for and that, if the member specified a choice under subparagraph (iv)(4) or (iv)(5) with respect to any matter to be acted on, the membership will be voted accordingly;
         
         
   5. a form of proxy may confer authority with respect to matters for which a choice is not provided in accordance with subparagraph (iv)(4) if the form of proxy, in bold-face type, how the proxyholder will vote the membership in respect of each matter or group of related matters.
      
      
   6. if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type is satisfied if the information in question is set out in some other manner so as to draw the attention of the addressee to the information.
      
      
   7. a form of proxy may confer discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting if the form of proxy specifically confers discretionary authority.
      
      
2. voting by mailed-in ballot provided the corporation has a system that:
   
   
   1. enables the votes to be gathered in a manner that permits their subsequent verification; and
   2. permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member voted.
      
      
3. voting by means of a telephonic, electronic or other communication facility, if the facility:
   
   
   1. enables the votes to be gathered in a manner that permits their subsequent verification; and
   2. permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member voted.

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Part 5 - Financial Disclosure

General

75.  (1) The financial statements referred to in paragraph 172(1)(a) of the Act shall, except as otherwise provided by this Part, be prepared in accordance with generally accepted accounting principles as set out in the Handbook of the Canadian Institute of Chartered Accountants.

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

77.  (1) For the purpose of subsection 175(1) of the Act, the prescribed period is not less than 21 days and not more than 60 days before each annual meeting of members or before the signing of a resolution under section 166 of the Act.
(2) For the purpose of paragraph 175(2)(a) of the Act, the prescribed requirements are that the notice must be published at least once a week for two consecutive weeks immediately preceding the annual meeting of members in a newspaper circulated in the municipality or municipalities in which the majority of the members of the corporation reside.

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 is 15 months after the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed, but no later than 6 months after the end of the corporation's preceding financial year.

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Contents of Financial Statements

1. a statement of financial position;
2. a statement of changes in net assets;
3. a statement of operations; and
4. a statement of cash flows.
   
   

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Part 6 - Public Accountants

Dispensing with the Public Accountant

80.  (1) For the purpose of paragraph 178(a) of the Act, the prescribed amount for a soliciting corporation is $50 000.
(2) For the purpose of paragraph 178(b) of the Act, the prescribed amount for a non-soliciting corporation is $1 million.

81.  For the purpose of paragraph 188(2)(a) of the Act, the prescribed amount is $250 000.

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Public Accountant

82.  For the purpose of subsection 184(2) of the Act, the prescribed period is 21 days.

83.  (1) For the purpose of subsection 186(2) of the Act, the prescribed period is 10 days.
(2) For the purpose of subsection 186(9) of the Act, the prescribed period is 15 days.

84.  (1) For the purpose of subsections 187(1) and 188(2) and section 189 of the Act, except as otherwise provided by this Part, a review engagement shall be conducted, and the report following the review engagement shall be prepared, in accordance with the generally accepted standards for review engagements as set out in the Handbook of the Canadian Institute of Chartered Accountants.

(2) For the purpose of subsections 187(2) and 188(1) and section 189 of the Act, except as otherwise provided by this Part, an audit engagement shall be conducted, and the report following the audit engagement shall be prepared, in accordance with the generally accepted auditing standards as set out in the Handbook of the Canadian Institute of Chartered Accountants.

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Part 7 - Fundamental Change

85.  (1) For the purpose of paragraph 206(3)(a) of the Act, the prescribed amount is $1000.
(2) For the purpose of paragraph 206(3)(c) of the Act, the prescribed period for a creditor to object to the amalgamation is 30 days from the date of the notice.

86.  For the purpose of subsection 210(6) of the Act, the prescribed period to apply for a certificate of continuance is 15 months.

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Part 8 - Rules of Procedure for Applications for Exemptions

Application

87.  This Part applies to every application under subsection 2(6), 25(1), 25(2), 105(3), 162(5) or 171(2), section 173 or 269 of the Act.

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Time of Filing Applications

1. subsection 2(6) of the Act may be made at any time;
2. subsection 25(1) or (2) of the Act may be made at any time;
3. 105(3) of the Act shall be made at least 30 days before the corporation is required to comply with Part 7 (Trust Indentures) of the Act;
4. subsection 162(5) and 171(2) of the Act shall be made at least 30 days before the date of the notice referred to in subsection 162(1) of the Act;
5. section 173 of the Act shall be made at least 60 days before the documents in respect of which the exemption is requested are to be placed before the members as required by subsection 172(1) of the Act; and
6. section 269 of the Act may be made at any time.
   
   

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General

89.  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.

90.  The Director shall give the applicant for an exemption a copy of any information received from any other person under section 89 and shall allow the applicant a reasonable opportunity to respond in writing.

91.  If an applicant for an exemption or a person from whom the Director has requested information under section 89 does not provide the information within the time specified by the Director, the Director may deal with the application without regard to the information.

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Part 9 - Cancellation of Articles and Certificates

1. there is an error in the articles or in the related certificate which is obvious;
2. there is an error in the articles or in the related certificate which was made by the Director;
3. the cancellation of the articles and related certificate is ordered by a court; or
4. the Director lacked the authority to issue the articles and related certificate.
   

1. there is no dispute among the directors or members on the circumstances of the request for cancellation; and
2. the corporation has not used the articles and related certificate, or, if it has, anyone dealing with the corporation on the basis of the articles and related certificate has consented to the cancellation.

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Part 10 - Prescribed Fees

1. a certificate of amendment issued under section 199 of the Act, if the only purpose of the amendment is to add an English or a French version to a corporation's name, or to replace a corporate name that the Director has directed be changed under subsection 13(2) or (3) or 294(6) of the Act; or
2. a corrected certificate issued under subsection 286(6) of the Act when the correction is required solely as the result of an error made by the Director.

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Coming into Force

94.  These Regulations come into force on the day on ***.

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Schedule 1

(Subsection 93(1))

To be determined

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