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Summary
The first part of Part 20 provides for the transition between the Canada
Corporations Act (CCA) and this Act. Corporations incorporated
under Part II of the CCA will have three years to apply for continuance
into this Act, at no additional fee, or they will face dissolution
by the Director. Once this Act comes into force, no corporations may
be incorporated under Part II of the CCA. Moreover, Part II of the
CCA will be repealed at the conclusion of the transition period. Part
III of the CCA, addressing corporations incorporated by a Special Act
of Parliament will be repealed when this Act comes into force and any
act referring to that part will be deemed to refer to Part 19 of this
Act. The Act provides for a review ten years after it comes into force.
(Sections 295-298, 307-308)
The remainder of this Part is largely self-explanatory; it identifies
the portions of other federal acts that must be modified as a result
of the passage of this Act.
Briefing Book
An Act Respecting Not-for-Profit Corporations and
Other Corporations Without Share Capital
Top
Bill Clause No. 295
Section No. 295
Topic: Transitional, Consequential and Commencement
Provisions
Proposed Wording
295. (1) A body corporate to which Part II of the Canada Corporations
Act, chapter C-32 of the Revised Statutes of Canada, 1970 (in
this section and sections 296 and 297 referred to as the "Canada
Corporations Act") applies, other than a body corporate that
is subject to a winding-up order made under the Winding-up and
Restructuring Act before this section comes into force, shall
apply for a certificate of continuance under section 209.
(2) A body corporate that applies for a certificate of continuance under
this section is not required to pay any fees in respect of the continuance.
(3) Despite any provision of the Canada Corporations Act, a
body corporate referred to in subsection (1) that does not apply for
a certificate of continuance under section 209 within three years after
the coming into force of this section may be dissolved by the Director
in accordance with section 220.
Rationale
This section provides for the transition from Part II of the Canada Corporations
Act to this Act. It requires that all corporations subject to the current
Act apply to the Director for a certificate of continuance within three years
of the coming into force of the new Canada Not-for-profit Corporations
Act or face dissolution. This ensures that all corporations will properly
be subject to the Canada Not-for-profit Corporations Act regarding
not-for-profit and non-share capital corporations. To ensure that the transition
creates a minimal burden on these corporations there will be no fee for the
certificate of continuance.
Present Law
None.
Top
Bill Clause No. 296
Section No. 296
Topic: Transitional, Consequential and Commencement
Provisions
Proposed Wording
296. After the coming into force of this section, no body corporate
may be incorporated or continued under Part II of the Canada Corporations
Act.
Rationale
This section is self-explanatory.
Present Law
None.
Top
Bill Clause No. 297
Section No. 297
Topic: Transitional, Consequential and Commencement
Provisions
Proposed Wording
297. Any reference to Part III of the Canada Corporations Act in
any Act of Parliament is deemed to be a reference to Part 19 of this
Act.
Rationale
This section is self-explanatory.
Present Law
None.
Top
Bill Clause No. 298
Section No. 298
Topic: Transitional, Consequential and Commencement
Provisions
Proposed Wording
298. (1) Within ten years after the day on which this section comes
into force, the Minister shall cause to be laid before both Houses of
Parliament a report on the provisions and operation of this Act, including
any recommendations for amendments tothose provisions.
(2) The report stands referred to the committee of the Senate, the House
of Commons or both Houses of Parliament that is designated or established
for that purpose, which shall
(a) as soon as possible after the laying of the report,
review the report; and
(b) report to the Senate, the House of Commons or both Houses of Parliament,
as the case may be, within one year after the laying of the report of the Minister,
or any further time authorized by the Senate, the House of Commons or both
Houses of Parliament. |
Rationale
This section obliges the Minister of Industry to report to Parliament on the
provisions and operations of the Act within ten years of its coming into
force. This will ensure that the Act remains up to date and continues to
serve the needs of the corporations to which it applies. Ten years was chosen
because it is expected to take 4 or 5 years for the transition of the corporations
from the Canada Corporations Act, Part II, to the Canada Not-for-profit
Corporations Act to be completed.
Present Law
None.
Top
Bill Clause No. 299, 300, 312, 318,
319, 320, 323, 324 & 326
Section No. 299, 300, 312, 318,
319, 320, 323, 324 & 326
Topic: Transitional, Consequential and Commencement
Provisions
Proposed Wording
An Act to incorporate the Jules
and Paul-Émile Léger
Foundation
299. Section 20 of An Act to incorporate the Jules and Paul-Émile
Léger Foundation is replaced by the following:
20. Sections 3 and 21 of this Act and Part 19 of the Canada
Not-for-profit Corporations Act apply, with any modifications
that the circumstances require, to every subsidiary corporation
incorporated under subsection 17(1). |
An Act to provide for the creation by amalgamation of The Wesleyan
Church of Canada
300. Section 8 of An Act to provide for the creation by amalgamation
of The Wesleyan Church of Canada is replaced by the following:
8. The Canada Not-for-profit Corporations Act applies
to the Church in all matters not provided for in this Act as if
the Church had been incorporated under that Act . |
Canada Shipping Act
312. Subsection 727.2(1) of the Canada Shipping Act is replaced
by the following:
727.2 (1) The CPHQ is deemed to be a corporation to which Part 19 of
the Canada Not-for- profit Corporations Act applies.
Evangelical Missionary Church (Canada West District) Act
318. Paragraph 7(f) of the Evangelical Missionary Church
(Canada West District) Act is replaced by the following:
(f) the by-laws of the Evangelical Missionary Church, Canada
West District immediately before the commencement of this Act are
the by-laws of the Church until replaced or amended in accordance
with the Canada Not-for-profit Corporations Act ; and
|
319. Subsection 8(3) of the Act is replaced by the following:
(3) No act of the Church, including a transfer of property to
or by the Church, is invalid by reason only that the act or transfer
is contrary to its objects or to a provision of this Act or to
a provision of the Canada Not-for-profit Corporations Act . |
320. Sections 10 and 11 of the Act are replaced by the following:
10. (1) The Canada Not-for-profit Corporations Act applies
to the Church in all matters not provided for in this Act as if
the Church had been continued in accordance with section 210 of
that Act.
(2) Despite subsection 4(1) and sections 5 and 6, the
name of the Church or the place of its head office may be changed
under the Canada Not-for-profit Corporations Act and the
objects of the Church may be changed in accordance with the requirements
of that Act respecting a change in the statement of the mission
of a corporation.
11. Despite subsection 10(1), sections 10, 13, 14, 16, 17, 21,
23 and 54, subsections 154(3) and 160(1), sections 161, 162 and
167, subsection 168(1), sections 218, 219 and 221, subsection 237(5)
and Part 15 of the Canada Not-for-profit Corporations Act do
not apply in respect of the Church. |
Insurance Companies Act
323. Paragraph 39(1.1)(a) of the Insurance Companies Act is
replaced by the following:
(a) apply, under section 210 of the Canada Not-for-profit Corporations
Act , for a certificate
of continuance under that Act; or
Mi'kmaq Education Act
324. Subsection 10(3) of the Mi'kmaq Education Act is replaced
by the following:
(3) For greater certainty, Part 19 of the Canada Not-for-profit
Corporations Act applies to the corporation and, in the
application of section 160 of that Act to the corporation, a
reference to members shall be read as a reference to directors. |
Pilotage Act
326. Subsection 55(1) of the Pilotage Act, as enacted by section
317 of the Canada Shipping Act, 2001, is replaced by the following:
55. (1) The CPQH is deemed to be a corporation to which Part
19 of the Canada Not-for- profitCorporations Act applies. |
Rationale
These sections state that the Canada Not-for-Profit Corporations Act applies
to bodies created by the above acts. These provisions will be in addition to
other acts deemed to apply to the bodies in question. In all these cases, Part
II or Part III of the Canada Corporations Act already applied to these
corporations.
Present Law
None.
Top
Bill Clause No. 301, 310, 313 & 314
Section No. 301, 310, 313 & 314
Topic: Transitional, Consequential and Commencement
Provisions
Proposed Wording
Bank Act
301. Subsection 455.1(1) of the Bank Act is replaced by the
following:
455.1 (1) The Minister may, for the purposes of this section,
designate a body corporate incorporated under Part II of the Canada
Corporations Act or under the Canada Not-for- profit
Corporations Act whose purpose, in the view of the Minister,
is dealing with complaints, made by persons having requested or
received products or services from its member financial institutions,
that have not been resolved to the satisfaction of those persons
under procedures established by those financial institutions under
paragraph 455(1)(a). |
Canada Foundation for Sustainable Development Technology Act
310. Subsection 35(1) of the Act is replaced by the following:
35. (1) The Governor in Council may, by order, designate, for
the purposes of this Act, any corporation incorporated under Part
II of the Canada Corporations Act, being chapter C-32
of the Revised Statutes of Canada, 1970, or the Canada Not-for-profit
Corporations Act . |
Canadian Food Inspection Agency Act
313. Section 21 of the Canadian Food Inspection Agency Act is
replaced by the following:
21. The agreement referred to in section 20 may authorize the
Minister, jointly with one or more provincial governments, to have
a corporation incorporated under the Canada Business Corporations
Act, the Canada Not-for-profit Corporations Act or
an equivalent provincial statute, or to acquire shares or participate
in any corporation, in order to implement the agreement. |
Canadian Institutes of Health Research Act
314. Paragraph 26(c) of the Canadian Institutes of Health
Research Act is replaced by the following:
(c) with the approval of the Governor in Council, enter
into a partnership, or incorporate by itself or with others a corporation,
including a subsidiary of the CIHR, under the Canada Business
Corporations Act, the Canada Not-for-profit Corporations
Act or provincial legislation, or acquire or dispose of shares
in any corporation; |
Rationale
These sections include the new Act in a list of acts under which the bodies
in question may incorporate subsidiaries or other related organizations.
In all cases, the Act is in addition to or replaces the Canada Corporations
Act.
Present Law
None.
Top
Bill Clause No. 302, 303, 306, 309,
311, 315-317, 321, 325 & 327
Section No. 302, 303, 306, 309,
311, 315-317, 321, 325 & 327
Topic: Transitional, Consequential and Commencement
Provisions
Proposed Wording
Budget Implementation Act, 1997
302. Subsection 8(1) of the Budget Implementation Act,
1997 is replaced by the following:
8. (1) The Canada Corporations Act, chapter C-32 of
the Revised Statutes of Canada, 1970, and the Canada Not-for-profit
Corporations Act do not apply to the foundation. |
Budget Implementation Act, 1998
303. Subsection 7(1) of the Budget Implementation Act, 1998 is
replaced by the following:
7. (1) The Canada Corporations Act, chapter C-32 of
the Revised Statutes of Canada, 1970, and the Canada Not-for-profit
Corporations Act do not apply to the Foundation. |
Canada Cooperatives Act
306. Subsection 3(4) of the Canada Cooperatives Act is replaced
by the following:
(4) No provision of the Canada Business Corporations Act,
the Canada Corporations Act, chapter C-32 of the Revised
Statutes of Canada, 1970, the Canada Not-for-profit Corporations
Act or the Winding-up and Restructuring Act applies
to a cooperative. |
Canada Foundation for Sustainable Development Technology Act
309. Subsection 8(3) of the Canada Foundation for Sustainable Development
Technology Act is replaced by the following:
(3) The Canada Corporations Act, chapter C- 32 of the
Revised Statutes of Canada, 1970, and the Canada Not-for-profit
Corporations Act do not apply to the Foundation. |
Canada Pension Plan Investment Board Act
311. Subsection 3(4) of the Canada Pension Plan Investment Board
Act is replaced by the following:
(4) The Canada Corporations Act, chapter C- 32 of the
Revised Statutes of Canada, 1970, and the Canada Not-for-profit
Corporations Act do not apply to the Board. |
Canadian Payments Act
315. Subsection 34(2) of the Canadian Payments Act is replaced
by the following:
(2) The Canada Corporations Act, chapter C-32 of the
Revised Statutes of Canada, 1970, and the Canada Not-for-profit
Corporations Act do not apply to the Association. |
Cree-Naskapi (of Quebec) Act
316. Subsection 23(2) of the Cree-Naskapi (of Quebec) Act is
replaced by the following:
(2) The Canada Corporations Act, chapter C-32 of the
Revised Statutes of Canada, 1970, and the Canada Not-for-profit
Corporations Act do not apply to a band. |
Evangelical Lutheran Church in Canada Act
317. Section 13 of the Evangelical Lutheran Church in Canada Act is
replaced by the following:
13. Despite section 292 of the Canada Not-for- profit Corporations
Act, subsections 160(1) and 168(1) of that Act do not apply
to the Church. |
Financial Administration Act
321. Section 104 of the Financial Administration Act is replaced
by the following:
104. The Canada Corporations Act, chapter C-32 of the
Revised Statutes of Canada, 1970, and the Canada Not-for-profit
Corporations Act do not apply to a parent Crown corporation. |
Physical Activity and Sport Act
325. Subsection 31(3) of the Physical Activity and Sport Act is
replaced by the following:
(3) The Canada Corporations Act, chapter C-32 of the
Revised Statutes of Canada, 1970, and the Canada Not-for-profit
Corporations Act do not apply to the Centre. |
Public Sector Pension Investment Board Act
327. Subsection 3(5) of the Public Sector Pension Investment Board
Act is replaced by the following:
(5) The Canada Corporations Act, chapter C-32 of the
Revised Statutes of Canada, 1970, and the Canada Not-for-profit
Corporations Act do not apply to the Board. |
Rationale
These sections state that the Canada Not-for-profit Corporations Act does
not apply to bodies created by the above acts. These provisions will be in
addition to other acts deemed not to apply to the bodies in question, most
commonly the Canada Corporations Act. These additions are necessary
because these bodies, which have reporting and control mechanisms included
in their relevant acts, would otherwise be subject to the provisions of the Canada
Not-for-profit Corporations Act.
Present Law
None.
Top
Bill Clause No. 304 & 305
Section No. 304 & 305
Topic: Transitional, Consequential and Commencement
Provisions
Proposed Wording
Canada Business Corporations Act
304. Subsection 3(3) of the Canada Business Corporations Act is
amended by adding the following after paragraph (a):
(a.1) the Canada Not-for-profit Corporations Act; |
305. (1) The portion of subsection 268(6) of the Act before paragraph
(a) is replaced by the following:
(6) The Governor in Council may, by order, require that a body
corporate incorporated by or under an Act of Parliament to which
Part I or II of the Canada Corporations Act, chapter C-32
of the Revised Statutes of Canada, 1970, or the Canada Not-for-profit
Corporations Act does not apply, apply for a certificate of
continuance under section 187 within such period as may be prescribed
except for the following: |
(2) Subsection 268(10) of the Act is replaced by the following:
(10) A body corporate to which Part II or III of the Canada
Corporations Act, chapter C-32 of the Revised Statutes of
Canada, 1970, or the Canada Not-for-profit Corporations Act applies
or any similar body corporate incorporated otherwise than by
or under an Act of Parliament may not apply for a certificate
of continuance under section 187. |
Rationale
These sections add the new Act to sections of the Canada Business Corporations
Act that currently only address corporations incorporated pursuant to
the Canada Corporations Act.
Present Law
None.
Top
Bill Clause No. 307 & 308
Section No. 307 & 308
Topic: Transitional, Consequential and Commencement
Provisions
Proposed Wording
Canada Corporations Act
307. Part II of the Canada Corporations Act is
repealed.
308. Part III of the Act is repealed.
Rationale
These two parts of the Canada Corporations Act are to be repealed
as they constitute the legislation the new Act is intended to replace. Part
II will be repealed once the transition of corporations from the Canada
Corporations Act to the Canada Not-for-profit Corporations Act is
complete. Part III will be repealed when the rest of the Canada Not-for-profit
Corporations Act comes into force.
Present Law
None.
Top
Bill Clause No. 322, 328 & 329
Section No. 322, 328 & 329
Topic: Transitional, Consequential and Commencement
Provisions
Proposed Wording
Gwich'in Land Claim Settlement Act
322. Section 8.1 of the Gwich'in Land Claim Settlement
Act is repealed.
Sahtu Dene and Metis Land Claim Settlement
328. Section 9 of the Sahtu Dene and Metis Land Claim
Settlement Act is repealed.
Yukon First Nations Land Claims Settlement Act
329. Section 10 of the Yukon First Nations Land Claims
Settlement Act is repealed.
Rationale
The sections in question are being repealed because they formerly permitted
the bodies in question to operate under Part II of the Canada Corporations
Act despite the possibility of a pecuniary gain for members. Part II
did not permit corporations whose members could receive a pecuniary gain.
That criteria is not present in the new Act and therefore the sections are
no longer necessary since there is no problem with the bodies in question
operating under the Act.
Present Law
None.
Top
Bill Clause No. 330
Section No. 330
Topic: Transitional, Consequential and Commencement
Provisions
Proposed Wording
330. The provisions of this Act come into force on a day or days to
be fixed by order of the Governor in Council.
Rationale
This section is self-explanatory.
Present Law
None.
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