GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Not-for-profit Corporations Act — C-7.75 207
Vertical short-form amalgamation 207 (1) A holding corporation and one or more of its subsidiary corporations may amalgamate and continue as one corporation without complying with sections 205 and 206 if (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; (b) all memberships in each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations; and (c) the resolutions provide that (i) the memberships in each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect of those memberships, and (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating holding corporation. Horizontal short-form amalgamation (2) Two or more wholly-owned subsidiary corporations of the same holding body corporate may amalgamate and continue as one corporation without complying with sections 205 and 206 if (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; and (b) the resolutions provide that (i) the memberships in all but one of the amalgamating subsidiary corporations shall be cancelled without any repayment of capital in respect of those memberships, and (ii) except as may be prescribed, the articles of amalgamation shall be the same as the articles of the amalgamating subsidiary corporation whose memberships are not cancelled.
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Sending of articles 208 (1) Subject to subsection 206 (6), after an amalgamation has been adopted under section 206 or approved under section 207 , articles of amalgamation in the form that the Director fixes shall be sent to the Director together with the documents required by sections 20 and 128 . Attached declarations (2) The articles of amalgamation shall have attached to them a statutory declaration of a director or an officer of each amalgamating corporation that establishes to the satisfaction of the Director that (a) there are reasonable grounds for believing that (i) each amalgamating corporation is, and the amalgamated corporation will be, able to pay its liabilities as they become due, and (ii) the realizable value of the amalgamated corporation’s assets will not be less than the aggregate of its liabilities; and (b) there are reasonable grounds for believing that (i) no creditor will be prejudiced by the amalgamation, or (ii) adequate notice has been given to all known creditors of the amalgamating corporations and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious. Adequate notice (3) For the purposes of subsection (2), adequate notice is given if (a) a notice in writing is sent to each known creditor having a claim against the corporation that exceeds the prescribed amount; (b) a notice is published once in a newspaper published or distributed in the place where the corporation has its registered office and reasonable notice is given in each province where the corporation carries on activities; and (c) each notice states that the corporation intends to amalgamate with one or more specified corporations in accordance with this Act and that a creditor of the corporation may object to the amalgamation within the prescribed period. Certificate of amalgamation (4) On receipt of articles of amalgamation, the Director shall issue a certificate of amalgamation in accordance with section 276 .
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Rights preserved 209 On the date shown in a certificate of amalgamation, the amalgamation of the amalgamating corporations and their continuance as one corporation become effective and from that date (a) the property of each amalgamating corporation continues to be the property of the amalgamated corporation; (a.1) for the purposes of determining whether the amalgamated corporation is a soliciting corporation or whether paragraph 235(1)(c) applies to the amalgamated corporation, the income received prior to that date by any of the amalgamating corporations is deemed to have been received by the amalgamated corporation; (b) the amalgamated corporation continues to be liable for the obligations of each amalgamating corporation; (c) an existing cause of action, claim or liability to prosecution is unaffected; (d) a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may be continued by or against the amalgamated corporation; (e) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against the amalgamated corporation; and (f) the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated corporation and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated corporation.
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Amalgamation under other federal Acts 210 (1) Subject to subsection (2), a corporation may not amalgamate with one or more bodies corporate under the Bank Act , the Cooperative Credit Associations Act , the Insurance Companies Act or the Trust and Loan Companies Act unless the corporation is first authorized to do so by the members in accordance with section 206 . Short-form amalgamations (2) A corporation may not amalgamate with one or more bodies corporate under the provisions of one of the Acts referred to in subsection (1) respecting short-form amalgamations unless the corporation is first authorized to do so by the directors in accordance with section 207 . Discontinuance (3) On receipt of a notice that a corporation has amalgamated under one of the Acts referred to in subsection (1), the Director shall issue a certificate of discontinuance in accordance with section 276 if the Director is of the opinion that the corporation has been amalgamated in accordance with this section. Notice deemed to be articles (4) For the purposes of section 276 , a notice referred to in subsection (3) is deemed to be articles that are in the form that the Director fixes. Act ceases to apply (5) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance. Non-application (6) For greater certainty, section 208 does not apply to a corporation that amalgamates under one of the Acts referred to in subsection (1).
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Continuance — import 211 (1) A body corporate incorporated or continued otherwise than by or under an Act of Parliament may apply to the Director for a certificate of continuance if so authorized by the laws of its jurisdiction and if the body corporate satisfies, or by its articles of continuance would satisfy, the requirements for incorporation under this Act. Amendments in articles of continuance (2) A body corporate that applies for a certificate under subsection (1) may, without so stating in its articles of continuance, effect by those articles any amendment to its act of incorporation, articles, letters patent or memorandum or articles of association that a corporation incorporated under this Act may make to its articles. Share capital (3) If the body corporate is a body corporate with share capital, it shall establish the terms and conditions on which it is converted to a body corporate without share capital. Articles of continuance (4) If a body corporate wishes to apply for a certificate under subsection (1), articles of continuance in the form that the Director fixes shall be sent to the Director together with the documents required by sections 20 and 128 . Certificate of continuance (5) On receipt of articles of continuance, the Director shall issue a certificate of continuance in accordance with section 276 . Effect of certificate (6) From the date shown in the certificate of continuance (a) the body corporate becomes a corporation to which this Act applies as if it had been incorporated under this Act; (b) the articles of continuance are deemed to be the articles of incorporation of the continued corporation; (c) the certificate of continuance is deemed to be the certificate of incorporation of the continued corporation; and (d) any shareholders or members cease to be shareholders or members of the body corporate and become members of the continued corporation. Copy of certificate (7) The Director shall immediately send a copy of the certificate of continuance to the appropriate official or public body in the jurisdiction in which continuance under this Act was authorized. Rights preserved (8) From the date of continuance of a body corporate as a corporation under this Act, (a) the property of the body corporate continues to be the property of the corporation; (b) the corporation continues to be liable for the obligations of the body corporate; (c) an existing cause of action, claim or liability to prosecution is unaffected; (d) any civil, criminal or administrative action or proceeding pending by or against the body corporate may be continued by or against the corporation; and (e) any conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the corporation. Deemed compliance (9) A membership in a body corporate issued before the body corporate was continued under this Act is deemed to have been issued in compliance with this Act and the articles of continuance.
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 or continued by or under an Act of Parliament other than this Act or a special Act. Discretionary continuance (9) The Governor in Council may, by order, require a body corporate without share capital incorporated by or under an Act of Parliament other than this Act to apply for a certificate of continuance under section 211 within any period that may be prescribed except for the following: (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; and (d) a company to which the Trust and Loan Companies Act applies. Fees (10) A body corporate that obtains a certificate of continuance under this section is not required to pay any fees in respect of the continuance. Special Act no longer applicable (11) On the continuance of a body corporate without share capital incorporated by a special Act of Parliament as a corporation under this Act, the special Act ceases to apply to the corporation. Dissolution (12) A body corporate referred to in subsection (9) that does not make an application to obtain a certificate of continuance within the period prescribed is dissolved on the expiry of that period.
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Continuance — other jurisdictions 213 (1) Subject to subsection (10), a corporation may apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction if the corporation (a) is authorized by the members in accordance with subsections (3) to (5) to make the application; and (b) establishes to the satisfaction of the Director that its proposed continuance in the other jurisdiction will not adversely affect creditors or members of the corporation. Continuance — other federal Acts (2) A corporation that is authorized by the members in accordance with subsections (3) to (5) may apply to the appropriate Minister or the Director for its continuance under the Bank Act , the Canada Cooperatives Act , the Cooperative Credit Associations Act , the Insurance Companies Act or the Trust and Loan Companies Act . Notice of meeting (3) The corporation shall give members notice of a meeting of members in accordance with section 162 . Right to vote (4) Each membership in the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote. Member approval (5) An application for continuance is authorized when the members have approved of the continuance by a special resolution. Termination (6) The directors of a corporation may, if authorized by the members at the time of approving an application for continuance, abandon the application without further approval of the members. Discontinuance (7) On receipt of a notice that the corporation has been continued under the laws of another jurisdiction or an Act referred to in subsection (2), the Director shall issue a certificate of discontinuance in accordance with section 276 if the Director is of the opinion that the corporation has been continued in accordance with this section. Notice deemed to be articles (8) For the purposes of section 276 , a notice referred to in subsection (7) is deemed to be articles that are in the form that the Director fixes. Act ceases to apply (9) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance. Prohibition (10) A corporation shall not be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that (a) the property of the corporation continues to be the property of the body corporate; (b) the body corporate continues to be liable for the obligations of the corporation; (c) an existing cause of action, claim or liability to prosecution is unaffected; (d) any civil, criminal or administrative action or proceeding pending by or against the corporation may be continued by or against the body corporate; and (e) any conviction against, or ruling, order or judgment in favour of or against, the corporation may be enforced by or against the body corporate.
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Extraordinary sale, lease or exchange 214 (1) A sale, a lease or an exchange of all or substantially all of the property of a corporation other than in the ordinary course of its activities requires the authorization of the members in accordance with subsections (2) to (6). Notice of meeting (2) The corporation shall give members notice of a meeting of members in accordance with section 162 and shall include a copy or summary of the proposed agreement of sale, lease or exchange. Member approval (3) At the meeting of members, the members may authorize the sale, lease or exchange and may fix, or authorize the directors to fix, any of the terms and conditions of the sale, lease or exchange. Right to vote (4) Each membership in the corporation carries the right to vote in respect of the sale, lease or exchange whether or not it otherwise carries the right to vote. Class vote (5) The members of a class or group of members are entitled to vote separately as a class or group in respect of the sale, lease or exchange only if the class or group is affected by the sale, lease or exchange in a manner different from the members of another class or group. Member approval (6) The sale, lease or exchange is authorized when the members of each class or group entitled to vote on it have approved it by a special resolution. Abandonment (7) The directors of a corporation may, if authorized by the members approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the members.
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Definition of reorganization 215 (1) In this section, reorganization means a reorganization pursuant to (a) a court order made under section 253 ; (b) a court order made under the Bankruptcy and Insolvency Act approving a proposal; or (c) a court order made under any other Act of Parliament that affects the rights among a corporation and its members and creditors. Powers of court (2) If a corporation is subject to an order referred to in subsection (1), the order may also require any amendment of the articles or by-laws to effect any change that might be made under section 197 . Further powers (3) If a court makes an order referred to in subsection (1), the court may also (a) authorize the issue of debt obligations of the corporation and fix their terms; and (b) appoint directors in place of or in addition to all or any of the directors then in office. Articles of reorganization (4) After an order referred to in subsection (1) has been made, articles of reorganization in the form that the Director fixes shall be sent to the Director together with the documents required by section 20 and subsection 134 (1), if applicable. Certificate of amendment (5) On receipt of articles of reorganization, the Director shall issue a certificate of amendment in accordance with section 276 . Effect of certificate (6) A reorganization becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.
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Definition of arrangement 216 (1) In this section, arrangement includes (a) an amendment to the articles of a corporation; (b) an amalgamation of two or more corporations; (c) an amalgamation of a body corporate with a corporation that results in an amalgamated corporation subject to this Act; (d) a division of the activities carried on by a corporation; (e) a transfer of all or substantially all of the property of a corporation to another body corporate in exchange for money or other property, shares, memberships or debt obligations of the body corporate; (f) an exchange of debt obligations or memberships of a corporation for money or other property or other memberships or debt obligations of the corporation or money or other property, shares, memberships or debt obligations of another body corporate; (g) a liquidation and dissolution of a corporation; and (h) any combination of operations referred to in paragraphs (a) to (g). Application to court for approval of arrangement (2) If it is not practicable for a corporation to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the corporation may apply to a court for an order approving an arrangement proposed by the corporation. Powers of court (3) On an application under this section, the court may make any interim or final order that it thinks fit, including (a) an order determining the notice to be given to any interested person or dispensing with notice to any person other than the Director; (b) an order appointing counsel, at the expense of the corporation, to represent the interests of the members; (c) an order requiring a corporation to call, hold and conduct a meeting of members or holders of debt obligations issued by the corporation in any manner that the court directs; and (d) an order approving an arrangement as proposed by the corporation or as amended in any manner that the court directs. Notice to Director (4) An applicant for any interim or final order under this section shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel. Articles of arrangement (5) After an order referred to in paragraph (3)(d) has been made, articles of arrangement in the form that the Director fixes shall be sent to the Director together with the documents required by section 20 and subsection 134 (1), if applicable. Certificate of arrangement (6) On receipt of articles of arrangement, the Director shall issue a certificate of arrangement in accordance with section 276 . Effect of certificate (7) An arrangement becomes effective on the date shown in the certificate of arrangement.
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Definition of court 217 In this Part, court , in relation to a corporation, means a court having jurisdiction in the place where the corporation has its registered office.
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Application of Part 218 (1) This Part does not apply to a corporation for which there is a trustee in bankruptcy, a trustee under a proposal or an interim receiver under the Bankruptcy and Insolvency Act , or a receiver acting under a provincial law, until the end of the prescribed period after (a) the trustee or interim receiver has been discharged; or (b) the receiver has provided to the Superintendent of Bankruptcy the final report and statement of accounts required by subsection 246(3) of the Bankruptcy and Insolvency Act . Staying proceedings (2) Any proceedings under this Part to dissolve or to liquidate and dissolve a corporation that are pending when a trustee, interim receiver or receiver referred to in subsection (1) becomes entitled to act with respect to the corporation are stayed until the end of the prescribed period after (a) the trustee or interim receiver has been discharged; or (b) the receiver has provided to the Superintendent of Bankruptcy the final report and statement of accounts required by subsection 246(3) of the Bankruptcy and Insolvency Act .
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Revival 219 (1) If a corporation or other body corporate is dissolved under this Part, or if a body corporate created or continued under Part II of the Canada Corporations Act , chapter C-32 of the Revised Statutes of Canada, 1970 — or that is subject to Part III of that Act — is dissolved under that Act, any interested person may apply to the Director to have the dissolved corporation or other body corporate revived as a corporation under this Act. Articles of revival (2) Articles of revival in the form that the Director fixes shall be sent to the Director. Certificate of revival (3) On receipt of articles of revival, the Director shall issue a certificate of revival in accordance with section 276 , if (a) the dissolved corporation or body corporate has fulfilled all conditions precedent that the Director considers reasonable; and (b) there is no valid reason for refusing to issue the certificate. Date of revival (4) A dissolved corporation or other body corporate is revived as a corporation under this Act on the date shown on the certificate of revival. Special Act no longer applicable (5) On the revival of a body corporate without share capital incorporated by a special Act of Parliament as a corporation under this Act, the special Act ceases to apply to the corporation. Rights preserved (6) Subject to any reasonable terms that may be imposed by the Director, to the rights acquired by any person after its dissolution and to any changes to the internal affairs of the corporation or body corporate after its dissolution, the revived corporation is, in the same manner and to the same extent as if it had not been dissolved, (a) restored to its previous position in law, including the restoration of any rights and privileges whether arising before its dissolution or after its dissolution but before its revival; and (b) liable for the obligations that it would have had if it had not been dissolved, whether they arise before its dissolution or after its dissolution but before its revival. Legal actions (7) Any legal action respecting the affairs of a revived corporation taken between the time of its dissolution and its revival is valid and effective. Definition of interested person (8) In this section, interested person includes (a) a member, a director, an officer, an employee and a creditor of a dissolved corporation or body corporate; (b) a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved corporation or body corporate; (c) a person who, although at the time of dissolution of the corporation or body corporate was not a person described in paragraph (a), would be such a person if a certificate of revival were issued under this section; and (d) a trustee in bankruptcy or a liquidator for the dissolved corporation or body corporate.