- (a) in Newfoundland and Labrador, the Trial Division of the Supreme Court of the province;
- (b) in Ontario, the Superior Court of Justice;
- (c) in Nova Scotia, British Columbia and Prince Edward Island, the Supreme Court of the province;
- (d) in Manitoba, Saskatchewan, Alberta and New Brunswick, the Court of Queen’s Bench for the province;
- (e) in Quebec, the Superior Court of the province; and
- (f) in Yukon and the Northwest Territories, the Supreme Court of the territory, and in Nunavut, the Nunavut Court of Justice. ( tribunal )
includes a debt obligation holder. ( créancier )
means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured. ( titre de créance )
means an individual appointed under section 281. ( directeur )
means an individual occupying the position of director by whatever name called. ( administrateur )
means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization. ( entité )
, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada. ( incapable )
means a person who signs articles of incorporation. ( fondateur )
means a corporation that is required by this Act to maintain a debt obligations register. ( émetteur )
means an individual appointed as an officer under section 142, the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, the comptroller, the general counsel, the general manager or a managing director of a corporation, or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any of those offices. ( dirigeant )
means a resolution passed by a majority of the votes cast on that resolution. ( ordinaire )
means an individual or entity. ( personne )
means a person who stands in place of and represents another person, including a trustee, an executor, an administrator, a receiver, an agent, a mandatary, a liquidator of a succession, a guardian, a tutor, a curator or a legal counsel. ( représentant personnel )
means prescribed by the regulations. ( Version anglaise seulement )
means the various Acts of Parliament that were in force prior to the coming into force of this Act and that applied to the incorporation of federal companies under those Acts, other than any as defined in section 2 of the Bank Act . ( législation antérieure )
, in respect of a corporation, means the public accountant appointed for the corporation under paragraph 127(1)(e) or subsection 181(1) or 186(1) or who fills a vacancy under subsection 184(2) or 185(1). ( expert-comptable )
includes deliver. ( envoyer )
means a division of a class of debt obligations. ( série )
means a corporation that is referred to in subsection (5.1). ( organisation ayant recours à la sollicitation )
means a resolution passed by a majority of not less than two thirds of the votes cast on that resolution. ( extraordinaire )
means an agreement described in subsection 170(1) or a declaration of a member described in subsection 170(2). ( convention unanime des membres )
- (a) one body corporate is the affiliate of another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and
- (b) if two bodies corporate are affiliates of the same body corporate at the same time, they are deemed to be affiliates of each other.
- (a) shares or memberships of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of that person or by or for the benefit of those bodies corporate; and
- (b) the votes attached to those shares or memberships are sufficient, if exercised, to elect a majority of the directors of the body corporate.
- (a) it is controlled by
- (i) that other body corporate,
- (ii) that other body corporate and one or more bodies corporate each of which is controlled by that other body corporate, or
- (iii) two or more bodies corporate each of which is controlled by that other body corporate; or
- (a) donations or gifts or, in Quebec, gifts or legacies of money or other property requested from any person who is not
- (i) a member, director, officer or employee of the corporation at the time of the request,
- (ii) the spouse of a person referred to in subparagraph (i) or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year, or
- (iii) a child, parent, brother, sister, grandparent, uncle, aunt, nephew or niece of a person referred to in subparagraph (i) or of the spouse or individual referred to in subparagraph (ii);
- 2009, c. 23, s. 2
- 2015, c. 3, s. 23
- 2018, c. 8, s. 96
Application
Marginal note: Application of Act
- 3 (1) This Act applies to every corporation and, to the extent provided for in Part 19, to bodies corporate without share capital incorporated by a special Act of Parliament.
- Marginal note: Certain Acts do not apply (2) The following do not apply to a corporation:
- (a) the Canada Business Corporations Act ; and
- (b) [Repealed, 2009, c. 23, s. 341]
- (c) the Winding-up and Restructuring Act .
- (a) a bank;
- (b) an association to which the Cooperative Credit Associations Act applies;
- (c) a company or society to which the Insurance Companies Act applies; or
- (d) a company to which the Trust and Loan Companies Act applies.
- 2009, c. 23, ss. 3, 341
Purpose
Marginal note: Purpose
4 The purpose of this Act is to allow the incorporation or continuance of bodies corporate as corporations without share capital, including certain bodies corporate incorporated or continued under various other Acts of Parliament, for the purposes of carrying on legal activities and to impose obligations on certain bodies corporate without share capital incorporated by a special Act of Parliament.
Designation of Minister
Marginal note: Power of Governor in Council
5 The Governor in Council may designate any member of the Queen’s Privy Council for Canada to be the Minister for the purposes of this Act.
PART 2 Incorporation
Marginal note: Incorporators
- 6 (1) One or more individuals or bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 8.
- Marginal note: Individuals (2) An individual may incorporate a corporation under subsection (1) only if that individual
- (a) is not less than 18 years of age;
- (b) is not incapable; or
- (c) does not have the status of bankrupt.
- 2009, c. 23, s. 6
- 2018, c. 8, s. 97
Marginal note: Articles of incorporation
- 7 (1) Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation,
- (a) the name of the corporation;
- (b) the province where the registered office is to be situated;
- (c) the classes, or regional or other groups, of members that the corporation is authorized to establish and, if there are two or more classes or groups, any voting rights attaching to each of those classes or groups;
- (d) the number of directors or the minimum and maximum number of directors;
- (e) any restrictions on the activities that the corporation may carry on;
- (f) a statement of the purpose of the corporation; and
- (g) a statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation.
