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Summary
Part 18 addresses a variety of matters associated with the administration
of the Act.
Matters, including delivery, notice, acceptance and waiver as regards
notices and other documents required by the Act are addressed. (Sections
270-272)
Provisions within this Part address the use of certificates and other
documents as evidence. (Section 273)
Procedures regarding statements of intent to dissolve, the criteria
for signatures on certificates issued by the Director, and fees for examining
and copying documents are included in this Part. (Sections 274, 275,
277, 278)
The Part establishes that a corporation must file an annual return with
the Director. (Section 276)
The appointment, role and duties of the Director are established. These
include establishing the form and content of documents and notices, the
keeping of records, matters regarding certificates issued pursuant to
the Act, the ability to cancel articles and the power to make inquiries.
(Sections 279-290)
The Governor in Council is provided with the authority to make regulations
respecting matters pertinent to the Act. (Section 291)
The majority of the provisions of this Part are technical and require
little explanation. Of note is the requirement that corporations send
annual returns to the Director (Section 276) thereby ensuring that appropriate,
and up to date, information is available to the public. The sections
stating the role, duties and authority of the Director (Sections 279-290)
are also important, as they give the Director the ability to administer
this Act. As many of the provisions in the Act are dependant on regulation
to establish precise criteria or standards, and as they provide a more
flexible means to establish the relevant criteria or standards, the power
to make regulations is of significance.
Briefing Book
An Act Respecting Not-for-Profit Corporations and
Other Corporations Without Share Capital
Top
Bill Clause No. 270
Section No. 270
Topic: General
Proposed Wording
270. (1) A notice or other document required by this Act, the regulations,
the articles or the by-laws to be sent to a member or director of a corporation
may be sent by prepaid mail addressed to, or may be delivered personally
to,
(a) the member at the member's latest address as shown
in the records of the corporation; and
(b) the director at the director's latest address as shown in the
records of the corporation or in the last notice that was sent by the corporation
in accordance with section 129 or 135 and received by the Director. |
(2) A director whose name appears on the last notice that was sent by
a corporation in accordance with section 129 or 135 and received by the
Director is presumed for the purposes of this Act to be a director of
the corporation.
(3) A notice or other document sent in accordance with subsection (1)
to a member or director of a corporation is deemed to be received at
the time it would be delivered in the ordinary course of mail unless
there are reasonable grounds for believing that the member or director
did not receive the notice or document at that time or at all.
(4) If on two consecutive occasions a notice or other document sent
to a member in accordance with subsection (1) is returned because the
member cannot be found, the corporation is not required to send any further
notices or documents to the member until the member informs the corporation
in writing of the member's new address.
Rationale
This section deals with notices to directors and members. These provisions
are of general application and therefore are superimposed on all the other
provisions of the Act except where the same issue is specifically dealt with
in a particular section.
Subsection 270(1) states that a notice to a member or a director may
be either delivered to the member or director by ordinary prepaid mail
or personally delivered. Using registered mail would amount to additional
costs to the corporation which can not be justified for routine notifications.
In the case of a member, the notice must be sent to the member's latest
address as shown in the corporation's record. In the case of a director,
the notice must be sent to either the director's latest address as shown
in the corporation's records or in the latest notice of directors filed
with the Director.
Subsection 270(2) stipulates that the person named in the latest filed
notice of directors is presumed to be a director of the corporation for
the purposes of the Act.
Subsection 270(3) deems delivered any notice or document sent to a member
or a director, unless there are reasonable grounds for believing that
the member or director did not receive the notice or document.
Subsection 270(4) provides that if a notice or document is returned
to the corporation twice, the corporation can suspend sending further
notices and documents to the member until the member informs the corporation
in writing of his/her new address.
Present Law
Canada Corporations Act:
145. In the absence of any other provision in this Part or in the by-laws,
notices to be served by the company upon its shareholders may be served
either personally or by sending them through the post, by registered
mail, addressed to the shareholders at their places of abode as they
appear on the books of the company.
146. A notice or other document served by post by the company on a shareholder
shall be deemed to be served at the time when the registered letter containing
it would be delivered in the ordinary course of post.
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Bill Clause No. 271
Section No. 271
Topic: General
Proposed Wording
271. A notice or other document required to be sent to or served on
a corporation may be sent by registered mail to the registered office
of the corporation shown in the last accepted notice under section 20
and, if so sent, is deemed to be received or served at the time it would
be delivered in the ordinary course of mail unless there are reasonable
grounds for believing that the corporation did not receive the notice
or document at that time or at all.
Rationale
This section deals with notices or documents sent to or served on the corporation
and establishes the corporation's registered office as the place where notices
or documents are to be sent. It permits a notice or document to be sent to
or served on the corporation by registered mail at the corporation's registered
office as shown in the last notice of registered office accepted by the Director.
A corporation has not officially/legally moved until the Director has received
notice. Moreover, the corporation is deemed to have received any notice or
document sent to it, unless there are reasonable grounds for believing that
the corporation did not receive the notice or document.
Present Law
None.
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Bill Clause No. 272
Section No. 272
Topic: General
Proposed Wording
272. Where a notice or other document is required by this Act or the
regulations to be sent, the sending of the notice or document may be
waived or the time for the notice or document may be waived or abridged
at any time with the consent in writing of the person entitled to the
notice or document.
Rationale
This section clarifies that any person may waive or shorten notice provisions
required by the Act or its regulations. For example, a meeting of members
where an invalid or late notice has been sent out may nevertheless be a valid
meeting if all the members agree to waive the requirement of notice. It is
important to note that the waiver or abridgement may be made at any time
but it must be in writing.
Present Law
None.
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Bill Clause No. 273
Section No. 273
Topic: General
Proposed Wording
273. (1) A certificate issued on behalf of a corporation stating any
fact that is set out in the articles, the by-laws, a unanimous member
agreement, the minutes of the meetings of the directors, a committee
of directors or the members, or in a trust indenture or other contract
to which the corporation is a party, may be signed by a director or an
officer of the corporation.
(2) In the absence of evidence to the contrary, the following documents,
when introduced as evidence in any civil, criminal or administrative
action or proceeding, are proof of their contents:
(a) a certificate referred to in subsection (1);
(b) a document certified to be a true extract from the corporation's
register of directors, officers, members and debt obligation holders; and
(c) a document certified to be a true copy of minutes, or of an extract
from minutes, of a meeting of members or directors or a committee of directors
of the corporation. |
(3) A document that appears to be a certificate, certified extract or
certified copy referred to in subsection (2) is presumed, in the absence
of evidence to the contrary, to be authentic.
(4) An entry of a person's name in a register of members or debt obligation
holders of a corporation, or an entry in a debt obligation certificate
issued by a corporation, is, in the absence of evidence to the contrary,
proof that the person holds the membership or debt obligation described
in the register or in the certificate.
Rationale
This section addresses the use of certificates, such as a certified copy, and
other documents issued by a corporation as evidence.
Subsection 273(1) authorizes any director or officer to issue on behalf
of the corporation a certificate that states any fact set out in certain
corporate documents.
Subsection 273(2) states that a fact stated in such a certificate issued
under subsection 273(1) is, in the absence of evidence to the contrary,
proof of the fact when introduced into a criminal, civil or administrative
action or proceeding. This evidentiary rule holds for a certified extract
from the corporation's register of directors, members and debt obligation
holders and other corporate records, as enumerated. Subsections 273(3)
and (4) are self-explanatory.
Present Law
Canada Corporations Act:
138. (1) All books required by this Part to be kept by the company are,
in any action, suit or proceeding against the company or against any
shareholder, evidence of all facts purporting to be thereby stated.
[...]
140. A copy of any by-law of the company under its seal and purporting
to be signed by any officer of the company shall, as against any shareholder
of the company, be received in evidence as prima facie proof of such
by-law in all courts in Canada.
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Bill Clause No. 274
Section No. 274
Topic: General
Proposed Wording
274. (1) In this section, "statement" means a statement of
intent to dissolve, or a statement of revocation of intent to dissolve,
referred to in section 219.
(2) If this Act requires that articles or a statement relating to a
corporation be sent to the Director,
(a) the articles or statement shall be
signed by a director or an officer of the corporation or, in the
case of articles of incorporation, by an incorporator; and
(b) on receiving the articles or statement in the form that the Director
fixes, any other required documents and the required fees, the Director shall |
| |
(i) record the date of receipt,
(ii) issue the appropriate certificate,
(iii) send the certificate, or a copy, image or photographic, electronic or
other reproduction of the certificate, to the corporation or its agent or mandatary,
and
(iv) publish a notice of the issuance of the certificate in a publication generally
available to the public. |
(3) A certificate referred to in subsection (2) issued by the Director
may be dated as of the day the Director receives the articles, statement
or court order under which the certificate is issued or as of any later
day specified by the court or person who signed the articles or statement.
(4) Despite subsection (3), a certificate of discontinuance may be dated
as of the day on which the corporation amalgamates, or is continued,
under another Act.
(5) The Director may refuse to issue the certificate if a notice that
is required by section 20 or 129 or by subsection 135(1) indicates that
the corporation, after the issuance of the certificate, would not be
in compliance with this Act.
Rationale
Many sections of the Act have formal filing procedures in connection with various
aspects of a corporation's existence (e.g, incorporation, amendment, amalgamation,
dissolution). This section consolidates the filing formalities to which the
relevant sections refer.
Subsection 274(1) defines the term "statement" used in this
section.
Subsection 274(2) specifies the procedure for filing articles, a statement
of intent to dissolve and a statement of revocation of the intent to
dissolve.
Subsections 274(3) and (4) are technical provisions that deal with the
date on a certificate issued by the Director Appointed Under the Act.
Subsection 274(5) states that the Director may refuse to issue a certificate
if the corporation is not in compliance with certain sections of the
Act (section 20: location of its registered office in Canada; section
129: notice of director of the corporation sent to the Director; subsection
135(1): notice of a change in the corporation's directors sent to the
Director).
Present Law
None.
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Bill Clause No. 275
Section No. 275
Topic: General
Proposed Wording
275. (1) A signature required on a certificate issued by the Director
under this Act may be printed or otherwise mechanically reproduced on
the certificate.
(2) A notice required by subsection 20(2) or (3), 129(1) or 135(1),
and the annual return required by section 276, may be signed by any individual
who has the relevant knowledge of the corporation and who is authorized
to do so by the directors, or, in the case of the notice required by
subsection 20(2) or 129(1), the incorporators.
(3) Any articles, notice, resolution, requisition, statement or other
document required or permitted to be executed or signed by more than
one individual for the purposes of this Act may be executed or signed
in several documents of similar form, each of which is executed or signed
by one or more of the individuals. The documents, when duly executed
or signed by all individuals required or permitted, as the case may be,
to do so, are deemed to constitute one document for the purposes of this
Act.
Rationale
This section deals with signatures on certain documents required under
the Act and is aimed to reduce unnecessary administrative burdens on
the Director Appointed Under the Act as well as corporations.
Subsection 275(1) should facilitate the issuance of notices and documents
by the Director in electronic or facsimile form.
Subsection 275(2) permits individuals who have the relevant knowledge
of the corporation and who are authorized to do so by the directors to
sign the notice of registered office or of change of address of registered
office, notice of directors or change of directors and the annual return.
The extended authorization is limited to these sections as they are considered
for information – the filing thereof does not affect the status
of the corporation.
Subsection 275(3) expressly permits any notice, resolution, requisition,
statement or other document, if there is a requirement for more than
one person's signature, to be signed in counterpart.
Present Law
None.
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Bill Clause No. 276
Section No. 276
Topic: General
Proposed Wording
276. Every corporation shall send to the Director an annual return in
the form and on the date that the Director fixes.
Rationale
This section is self-explanatory. It is intended for the date to be within
60 days of the corporations anniversary of incorporation, continuance, etc.
Present Law
Canada Corporations Act:
133. (1) Every company shall, on or before the 1st day of June in every
year, make a summary as of the 31st day of March preceding, specifying
the following particulars:
(a) the corporate name of the company;
(b) the manner in which the company is incorporated and the date of
incorporation;
(c) the complete postal address of the head office of the company;
(d) the date upon which and the place where the last annual meeting
of the shareholders of the company was held;
(e) the names and complete postal addresses of the persons who at
the date of the return are the directors of the company; and
(f) the name and complete postal address of the auditor of the company. |
(2) The summary mentioned in subsection (1) shall be completed and filed
in duplicate in the Department on or before the 1st day of June aforesaid,
and each of the duplicates shall be signed and certified by a director
or an officer of the company.
[...]
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Bill Clause No. 277
Section No. 277
Topic: General
Proposed Wording
277. (1) A person who has paid the required fee is entitled during usual
business hours to examine and make copies of or extracts from a document
required by this Act or the regulations to be sent to the Director, except
extracts obtained under subsection 24(1), a members or debt obligation
holders list obtained under subsection 24(2) and a report sent to the
Director under subsection 246(2).
(2) The Director shall, on request, furnish any person with a copy,
extract, certified copy or certified extract of a document that may be
examined under subsection (1).
Rationale
This section permits any person, upon the payment of the required fee, to examine,
and to make copies of, documents filed with the Director Appointed Under
the Act. However, certain documents are expressly prohibited from being examined
and copies made. These include: any documents or extracts from the register
of members or debt obligation holders obtained by the Director under subsection
24(1); a list of debt obligation holders or members obtained by the Director
under subsection 24(2); and any report from an inspector sent to the Director
under subsection 246(2) . These exceptions ensure that information of a private
nature is not made available to the general public.
Present Law
None.
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Bill Clause No. 278
Section No. 278
Topic: General
Proposed Wording
278. 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.
Rationale
This section makes the payment of the required fee a prerequisite for any required
or authorized act by the Director Appointed Under the Act and ensures the
effective enforcement of payment for services. In essence, no action by the
Director is required or authorized unless the required fee has been paid.
Present Law
None.
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Bill Clause No. 279
Section No. 279
Topic: General
Proposed Wording
279. 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.
Rationale
This section is self-explanatory.
Present Law
None.
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Bill Clause No. 280
Section No. 280
Topic: General
Proposed Wording
280. 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, including
(a) the notices and documents that may be transmitted
in electronic or other form;
(b) the persons or classes of persons who may 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;
(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; and
(e) any matter necessary for the purposes of the application of this
section.
|
Rationale
This section permits the Director Appointed Under the Act to establish the
requirements for the content and fix the form, including electronic or other
forms, of notices and documents sent to or issued by the Director pursuant
to this Act.
Present Law
None.
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Bill Clause No. 281
Section No. 281
Topic: General
Proposed Wording
281. (1) Documents received and accepted by the Director under this
Act shall be kept by the Director in any form.
(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 277(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. |
(3) The Director is not required to keep or produce any document, other
than a certificate and attached articles or statement received under
section 274, after the expiration of the prescribed period.
Rationale
Subsection 281(1) permits the Director Appointed Under the Act to choose the
format in which documents are stored and maintained. The Director has wide
power to choose any format to store documents, including paper form or any
system of electronic storage.
Subsection 281(2) states that if the Director does not maintain records
in written/paper form, the Director may reproduce the information from
the records. Moreover, if such reproduced information is certified by
the Director, it is admissible as evidence to the same extent as the
original written records would have been.
Subsection 281(3) imposes on the Director a duty to maintain most documents
filed with his/her office for a prescribed period (proposed at 6 years).
However, the Director must permanently store all of a corporation's articles
and any statements, and certificates issued, regarding a corporation's
intent to dissolve or its revocation of the intent to dissolve.
Present Law
None.
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Bill Clause No. 282
Section No. 282
Topic: General
Proposed Wording
282. (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).
(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.
Rationale
This section provides that the Director Appointed Under the Act has the right
to demand verification with respect to any document or any fact stated in
a document. The verification is permitted either by a statutory declaration
under the Canada Evidence Act or by an affidavit.
Present Law
None.
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Bill Clause No. 283
Section No. 283
Topic: General
Proposed Wording
283. 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 them 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 them 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. |
Rationale
Section 283 allows the Director Appointed Under the Act to grant exemptions
in prescribed circumstances with regard to filing requirements. The prescribed
circumstances are that the dispensation would not prejudice any of the members
or the public interest. This section is intended to provide flexibility to
the Director to issue exemptions, in order to reduce unnecessary paper burden
on corporations, where similar information is required to be made public
by any federal or provincial statute.
Present Law
None.
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Bill Clause No. 284
Section No. 284
Topic: General
Proposed Wording
284. (1) The Director shall sign any certificate or certification of
fact that the Director is, under this Act, required or authorized to
issue.
(2) Except in a proceeding under section 221, 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.
(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.
(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.
Rationale
This section generally deals with evidentiary matters with respect to certificates
issued by the Director Appointed Under the Act. This provision obliges the
Director to sign any certificate the Director is authorized or required to
issue. In addition, it stipulates that a certificate issued by the Director,
or a certified copy, is, when introduced in any civil, criminal or administrative
proceeding, authentic and conclusive proof of the facts so certified, in
the absence of evidence to the contrary. The only exception to this rule
of evidence is in a court proceeding to dissolve a corporation for certain
contraventions of the Act under section 221.
Present Law
Canada Corporations Act:
141. In any action or other legal proceeding, the notice in the Canada
Gazette of the issue of letters patent or supplementary letters patent
under this Part is prima facie proof of all things therein contained,
and on production of such letters patent or supplementary letters patent
or of any exemplification or copy thereof certified by the Registrar
General of Canada, the fact of such notice and publication shall be presumed.
142. Except in any proceeding by scire facias or otherwise for the purpose
of rescinding or annulling letters patent or supplementary letters patent
issued under this Part, such letters patent or supplementary letters
patent, or any exemplification or copy thereof certified by the Registrar
General of Canada, are conclusive proof of every matter and thing therein
set forth.
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Bill Clause No. 285
Section No. 285
Topic: General
Proposed Wording
285. 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.
Rationale
This section applies to errors that are noticed before the issuance of a certificate
by the Director Appointed Under the Act. Its objective is to expedite incorporation
and other fundamental changes to a corporation's structure. While it covers
most documents sent to the Director, it applies in a narrow set of circumstances
in that the Director has to obtain consent before changing a document.
Present Law
None.
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Bill Clause No. 286
Section No. 286
Topic: General
Proposed Wording
286. (1) If there is an error in the articles, a certificate or other
document except one required by section 20 or 129, subsection 135(1)
or section 276, 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.
(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.
(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. |
(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. |
(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.
(6) The Director may demand the surrender of the original document and
may issue a corrected certificate.
(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. |
(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.
Rationale
Subsection 286(1) sets out the procedure to be followed if an error is contained
in the articles, a certificate or another document, with the exception of
a notice of registered office, a notice of change of director or director's
address or the annual return. The Director can require the directors or the
members of the corporation to pass a resolution and subsequently send to
the Director the documents required to correct the document.
Subsection 286(2) is self-explanatory.
Subsection 286(3) permits the Director, at the request of the corporation
or any other interested person, to correct any of the documents referred
to in subsection 286(1) in certain circumstances.
Subsection 286(4) allows a court to order, upon application by the Director,
the corporation or any other interested person, the correction of any
documents referred to in subsection 286(1) and make any other order that
it thinks fit.
Subsection 287(5) states that if the applicant for a court order pursuant
to subsection 287(4) is not the Director, the Director can appear and
be heard in person.
Subsection 286(6) is self-explanatory.
Subsection 286(7) states that the corrected document, unless the correction
is made with respect to the date of the document or if a court decides
otherwise, is to have the same date as the certificate it replaced so
as to allow retroactive corrections.
Subsection 286(8) is self-explanatory.
Present Law
Canada Corporations Act:
11. (1) When the letters patent or supplementary letters patent contain
any misnomer, misdescription, clerical error or other defect, the Minister
may direct the letters patent or supplementary letters patent to be corrected.
(2) Notice of the correction of the letters patent or supplementary
letters patent shall be forthwith given by the Minister in the Canada
Gazette if the correction made causes them to depart materially from
the text of the original notice given pursuant to section 10.
Top
Bill Clause No. 287
Section No. 287
Topic: General
Proposed Wording
287. (1) In the prescribed circumstances, the Director may cancel the
articles and any related certificate of a corporation.
(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.
(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. |
(4) On the application of the Director, the corporation or any other
interested person, a court may
(a) order the cancellation of 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. |
(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.
(6) The Director may demand the surrender of a cancelled certificate.
Rationale
This section establishes the instances where the Director Appointed
Under the Act may cancel the articles of a corporation and any related
certificate, or apply to the court for a cancellation order.
Subsection 287(1) states that, in prescribed circumstances, the Director
can cancel the articles of a corporation and any related certificate.
The proposed prescribed circumstances include: there is an error in the
articles or in the related certificate which is obvious or which was
made by the Director, or the Director lacked the authority to issue the
articles and related certificate.
Subsection 287(2) states that, before proceeding to the cancellation,
the Director has to be satisfied that the cancellation would not be prejudicial
to the members or creditors of the corporation.
Subsection 287(3) permits the Director, upon request by a corporation
or any other interested person, to cancel the articles or any related
certificate of the corporation.
Subsection 287(4) allows a court to order, upon application by the Director,
the corporation or any other interested person, the cancellation of the
articles or any related certificate and make any other order that it
thinks fit.
Subsection 287(5) states that if the applicant for a court order pursuant
to subsection 287(4) is not the Director, the Director can appear and
be heard in person.
Subsection 287(6) is self-explanatory.
Present Law
None.
Top
Bill Clause No. 288
Section No. 288
Topic: General
Proposed Wording
288. (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. |
(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.
Rationale
This section deals with the issuance of a compliance certificate by the Director.
A certificate of compliance acts as a verification from the Director that
certain basic statutory filings, such as annual returns, have been made and
therefore the corporation has not been, and is not about to be, dissolved
for such a failure. If the corporation is in default of paying any required
fee or filing any document required under this Act, the Director can refuse
to issue the certificate.
Present Law
None.
Top
Bill Clause No. 289
Section No. 289
Topic: General
Proposed Wording
289. Information or notices that the Director is required by this Act
to publish in a publication generally available to the public may be
made available to the public or published by any system of electronic
data processing or other information storage device that is capable of
reproducing any required information or notice in intelligible form within
a reasonable time.
Rationale
This section is technical in nature and facilitates public access to information,
through the use of electronic means, that the Director Appointed Under the
Act is required to publish.
Present Law
None.
Top
Bill Clause No. 290
Section No. 290
Topic: General
Proposed Wording
290. The Director may make inquiries of any person relating to compliance
with this Act.
Rationale
This section is self-explanatory.
Present Law
None.
Top
Bill Clause No. 291
Section No. 291
Topic: General
Proposed Wording
291. (1) The Governor in Council may make regulations
(a) prescribing any matter required or authorized by
this Act to be prescribed;
(b) requiring the payment of a fee in respect of the receipt, acceptance,
examination, issuance or copying of any document, or in respect of any action
that the Director is required or authorized to take under this Act, and prescribing
the amount of the fee or the manner of determining the fee;
(c) respecting the payment of fees, including the time when and the
manner in which the fees are to be paid, the additional fees that may be charged
for the late payment of fees and the circumstances in which any fees previously
paid may be refunded in whole or in part;
(d) prescribing, for the purposes of paragraph 163(6)(e),
the minimum amount of support required in relation to the number of times that
a substantially similar proposal was submitted to members within the prescribed
period;
(e) respecting applications made under subsection 2(6), 25(1) or (2),
105(3), 162(5) or 171(2) or section 173 or 269 including prescribing the form
and manner of, and time for, making the applications, the information and evidence
to be submitted in connection with the applications, the procedure to be followed
in the consideration of the applications, the factors to be taken into account
in their consideration and, if applicable, any conditions that may or must
form part of decisions on the applications;
(f) prescribing any matter necessary for the purposes of the application
of Part 17, including the time and circumstances when an electronic document
is to be considered to have been provided or received and the place where it
is considered to have been provided or received;
(g) prescribing the manner of, and conditions for, participating in
a meeting by means of a telephonic, electronic or other communication facility
that permits all participants to communicate adequately with each other during
the meeting; and
(h) prescribing, for the purposes of subsections 165(3) and (4), the
manner of, and conditions for, voting at a meeting of members by means of a
telephonic, electronic or other communication facility. |
(2) The regulations may incorporate any material by reference regardless
of its source and either as it exists on a particular date or as amended
from time to time.
(3) Material does not become a regulation for the purposes of the Statutory
Instruments Act because it is incorporated by reference.
Rationale
This section confers broad regulatory powers to the Governor in Council with
respect to the application of the Act. Among the areas covered by the regulations
associated with this Act are: the information to be included in forms, such
as the articles of incorporation; time periods for procedural requirements;
the rules regarding electronic meetings and member proposals; and the payment
of fees to the government for service. Subsections (2) and (3) allow broad
use of incorporation by reference in the regulations.
Present Law
Canada Corporations Act:
151. (1) The Governor in Council may establish, alter and regulate the
tariff of fees to be paid on application for any letters patent or supplementary
letters patent under this Part, on filing any document, on any certificate
issued under this Act, on making any return under this Act and on the
making of any search of the files of the Department respecting a company.
(2) The amount of any fee may be varied according to the nature of the
company, the amount of the capital stock of the company, or other particulars,
as the Governor in Council deems fit.
152. The Governor in Council may, from time to time, prescribe forms
and make, vary or repeal regulations for carrying out the purposes of
this Part.
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Corporate and Insolvency Law Policy
