GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Not-for-profit Corporations Act — C-7.75 237
Right to distribution in money 237 (1) If in the course of liquidation of a corporation the members resolve or the liquidator proposes to do any of the following, a member may apply to the court for an order requiring the distribution of the property of the corporation to be in money: (a) exchange all or substantially all of the property of the corporation for securities, debt obligations or memberships of another body corporate that are to be distributed to the members; or (b) distribute all or part of the property of the corporation to the members in kind. Powers of court (2) On an application under subsection (1), the court may order all of the property of the corporation to be converted into and distributed in money.
Canada Not-for-profit Corporations Act — C-7.75 238
Custody of documents 238 A person who has been granted custody of the documents and records of a dissolved corporation remains liable to produce those documents and records until the end of the prescribed period or of any shorter period fixed by an order made under subsection 233(5). 2009, c. 23, s. 238 2018, c. 8, s. 102
Canada Not-for-profit Corporations Act — C-7.75 239
Definition of member 239 (1) In this section, member includes the heirs and personal representatives of a member. Continuation of actions (2) Despite the dissolution of a corporation under this Act, (a) any civil, criminal or administrative action or proceeding commenced by or against the dissolved corporation before its dissolution may be continued as if the corporation had not been dissolved; (b) any civil, criminal or administrative action or proceeding may be brought against the dissolved corporation within two years after its dissolution as if the corporation had not been dissolved; and (c) any property that would have been available to satisfy any judgment or order if the corporation had not been dissolved remains available for that purpose. Service on corporation (3) Service of a document on a corporation after its dissolution may be effected by serving the document on a person whose name appears on the last notice that was sent by the corporation in accordance with section 128 or 134 and received by the Director. Service on company (4) Service of a document on a company to which the Canada Corporations Act , chapter C-32 of the Revised Statutes of Canada, 1970, applied and that has been dissolved under subsection 297 (5) may be effected by serving the document on a person shown as a director in the last annual summary filed by the company under that Act. Reimbursement (5) Despite the dissolution of a corporation under this Act, a member to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that member on that distribution, and an action to enforce that liability may be brought within two years after the date of the dissolution of the corporation. Representative action (6) A court may order an action referred to in subsection (5) to be brought against the persons who were members as a class or group, subject to any conditions that the court thinks fit, and, if the plaintiff establishes a claim, the court may refer the proceedings to a referee or other officer of the court, who may (a) add as a party to the proceedings each person who was a member found by the plaintiff; (b) determine, subject to subsection (5), the amount that each person who was a member shall contribute towards satisfaction of the plaintiff’s claim; and (c) direct payment of the amounts so determined.
Canada Not-for-profit Corporations Act — C-7.75 240
Creditors or members not found 240 (1) On the dissolution of a corporation under this Act, the portion of the property distributable to a creditor or member who cannot be found shall be converted into money and paid to the Receiver General. Payment to be forwarded (2) If payment is made to the Receiver General under subsection (1) with respect to a creditor or member, the corporation or liquidator shall forward to the Director with the payment all documents, records and registers in the possession of the corporation or liquidator that relate to the entitlement of the creditor or member. Constructive satisfaction (3) A payment under subsection (1) is deemed to be in satisfaction of a debt or claim of the creditor or member. Recovery (4) A person who establishes an entitlement to any money paid to the Receiver General under this Act shall be paid by the Receiver General an equivalent amount out of the Consolidated Revenue Fund.
Canada Not-for-profit Corporations Act — C-7.75 241
Vesting in Crown 241 (1) Subject to subsection 239 (2) and section 240 , property of a dissolved corporation that has not been disposed of at the date of its dissolution under this Act vests in Her Majesty in right of Canada. Return of property on revival (2) If a dissolved corporation is revived as a corporation under section 219 , any property, other than money, that vested in Her Majesty under subsection (1) and that has not been disposed of shall be returned to the corporation and there shall be paid to the corporation out of the Consolidated Revenue Fund (a) an amount equal to any money received by Her Majesty under subsection (1); and (b) if property other than money vested in Her Majesty under subsection (1) and that property has been disposed of, an amount equal to the lesser of (i) the value of that property at the date it vested in Her Majesty, and (ii) the amount realized by Her Majesty from the disposition of that property.
Canada Not-for-profit Corporations Act — C-7.75 243
Power of inspector 243 (1) An inspector under this Part has the powers set out in the order appointing the inspector. Court order (2) An inspector shall on request produce to an interested person a copy of any order made under subsection 242 (1).
Canada Not-for-profit Corporations Act — C-7.75 244
Entering dwelling 244 (1) If the place referred to in paragraph 242 (1)(c) is a dwelling, the court shall not make an order under that paragraph unless it is satisfied that (a) entry to the dwelling is necessary to practically obtain the information; and (b) entry to the dwelling has been refused or there are reasonable grounds for believing that entry will be refused. Use of force (2) In acting under the authority of an order that authorizes entry to a dwelling, the inspector named in it shall not use force unless the inspector is accompanied by a peace officer and the use of force has been specifically authorized in the order.
Canada Not-for-profit Corporations Act — C-7.75 245
Hearing in camera 245 (1) On the application of an interested person, a court may make an order directing that a hearing conducted by an inspector under this Part be heard in camera or giving directions on any matter arising in the investigation. Right to counsel (2) A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel.
Canada Not-for-profit Corporations Act — C-7.75 246
Incriminating statements 246 No person is excused from attending and giving evidence and producing documents and records to an inspector under this Part by reason only that the evidence tends to incriminate that person or subject that person to any proceeding or penalty, but no such evidence shall be used or is receivable against that person in any proceeding instituted against that person under an Act of Parliament, other than a prosecution under section 132 of the Criminal Code for perjury in giving the evidence or a prosecution under section 136 of that Act in respect of the evidence.
Canada Not-for-profit Corporations Act — C-7.75 247
Exchange of information 247 (1) In addition to the powers set out in the order appointing the inspector, an inspector appointed to investigate a corporation may furnish information to, or exchange information and otherwise cooperate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, any allegation of improper conduct that is the same as or similar to the conduct described in subsection 242 (2). Restriction (2) An inspector shall not furnish information that was obtained from any person in the course of an investigation under this Part to a public official outside Canada unless the inspector is satisfied that the information will not be used against that person in any proceeding instituted against that person for an offence.
Canada Not-for-profit Corporations Act — C-7.75 248
Absolute privilege — defamation 248 (1) Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege. Copy of report (2) An inspector shall send to the Director a copy of every report made by the inspector under this Part.
Canada Not-for-profit Corporations Act — C-7.75 249
Solicitor-client privilege or professional secrecy 249 Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.
Canada Not-for-profit Corporations Act — C-7.75 250
Definitions 250 The following definitions apply in this Part. action means an action under this Act. ( poursuite ) complainant means (a) a former or present member or debt obligation holder of a corporation or any of its affiliates; (b) a present or former registered holder or beneficial owner of a share of an affiliate of a corporation; (c) a former or present director or officer of a corporation or any of its affiliates; (d) the Director; or (e) any other person who, in the discretion of a court, is a proper person to make an application under this Part. ( plaignant )
Canada Not-for-profit Corporations Act — C-7.75
action means an action under this Act. ( poursuite )
Canada Not-for-profit Corporations Act — C-7.75 (a)
complainant means (a) a former or present member or debt obligation holder of a corporation or any of its affiliates; (b) a present or former registered holder or beneficial owner of a share of an affiliate of a corporation; (c) a former or present director or officer of a corporation or any of its affiliates; (d) the Director; or (e) any other person who, in the discretion of a court, is a proper person to make an application under this Part. ( plaignant )
Canada Not-for-profit Corporations Act — C-7.75 251
Derivative action 251 (1) On the application of a complainant, a court may make an order granting the complainant leave to bring an action in the name of and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which such a body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on its behalf. Conditions precedent (2) The court may not make an order under subsection (1) unless the court is satisfied that (a) the complainant has given notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court under subsection (1) within the prescribed period before bringing the application, or as otherwise ordered by the court, if the directors of the corporation or its subsidiary do not bring the action, prosecute or defend it diligently or discontinue it; (b) the complainant is acting in good faith; and (c) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued. Faith-based defence (3) The court may not make an order under subsection (1) if the court is satisfied that (a) the corporation is a religious corporation; (b) the decision of the directors referred to in paragraph (2)(a) is based on a tenet of faith held by the members of the corporation; and (c) it was reasonable to base the decision on a tenet of faith, having regard to the activities of the corporation.
Canada Not-for-profit Corporations Act — C-7.75 252
Powers of court 252 In connection with an action brought or intervened in as a result of an application under subsection 251 (1), the court may at any time make (a) an order authorizing the complainant or any other person to control the conduct of the action; (b) an order giving directions for the conduct of the action; (c) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former or present shareholders, members and debt obligation holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; (d) an order requiring the corporation or its subsidiary to pay reasonable legal costs incurred by the complainant in connection with the action; and (e) any other order that it thinks fit.
Canada Not-for-profit Corporations Act — C-7.75 254
Evidence of members’ approval not decisive 254 (1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or might be approved by the members of that body corporate, but evidence of approval by the members may be taken into account by the court in making an order under section 224 , 252 or 253 . Court approval to discontinue (2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by the stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant. No security for costs (3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part. Interim costs (4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal costs and disbursements, but the complainant may be held accountable for those interim costs on final disposition of the application or action.
Canada Not-for-profit Corporations Act — C-7.75 255
Application to court to rectify records 255 (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a debt obligation holder, director, officer or member of the corporation or any aggrieved person may apply to a court for an order that the registers or records be rectified. Director’s right to appear (2) An applicant under this section shall give the Director notice of the application and the Director is entitled to appear before the court and be heard in person or by counsel. Powers of court (3) On an application under this section, the court may make (a) an order requiring the registers or other records of the corporation to be rectified; (b) an order restraining the corporation from calling or holding a meeting of members before that rectification; (c) an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation; (d) an order compensating a party who has incurred a loss; and (e) any other order that it thinks fit.
Canada Not-for-profit Corporations Act — C-7.75 256
Application for directions 256 On the application of the Director for directions in respect of any matter concerning the Director’s duties under this Act, a court may give any directions and make any further order that it thinks fit.
Canada Not-for-profit Corporations Act — C-7.75 257
Notice of refusal by Director 257 (1) If the Director refuses to accept any document that takes effect under this Act on its acceptance or on the issuance of a certificate or other document, the Director shall, within the prescribed period, give written notice of the refusal to the person who sent the document, giving reasons. Deemed refusal (2) If the Director does not, within the prescribed period, accept the document, issue the certificate or other document or give the notice of refusal, the Director is deemed for the purposes of section 258 to have refused the document.
Canada Not-for-profit Corporations Act — C-7.75 258
Appeal from Director’s decision 258 A court may, on the application of a person aggrieved by any of the following decisions of the Director, make any order that it thinks fit, including an order requiring the Director to change the decision: (a) to refuse to accept in the form submitted any articles or other document required by this Act to be sent to the Director; (b) to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 13 ; (c) not to accept a notice of registered office required by section 20 ; (d) to refuse to issue a certificate of discontinuance under section 213 or a certificate attesting that as of a certain date a corporation exists under subsection 290 (2); (e) to issue, or to refuse to issue, a certificate of revival under section 219 , or to impose terms for revival; (f) to dissolve a corporation under section 222 ; (g) to correct, or to refuse to correct, articles, a certificate or other document under section 288 ; (h) to cancel, or to refuse to cancel, the articles and any related certificate under section 289 ; or (i) to grant, or to refuse to grant, an application made under subsection 2(6), 25(1) or (2), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271.
Canada Not-for-profit Corporations Act — C-7.75 259
Compliance or restraining order 259 On the application of a complainant or a creditor of a corporation, a court may make an order directing a corporation or any director, officer, employee, agent or mandatary, public accountant, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation to comply with this Act, the regulations or the articles, the by-laws or a unanimous member agreement of the corporation or restraining any such person from acting in breach of them and make any further order that it thinks fit.
Canada Not-for-profit Corporations Act — C-7.75 260
Summary application to court 260 If this Act states that a person may apply to a court, the application may be made in a summary manner following applicable provincial law or as the rules of the court of competent jurisdiction provide, and subject to any order respecting notice to interested parties or costs, or any other order that the court thinks fit.
Canada Not-for-profit Corporations Act — C-7.75 261
Appeal of final order 261 (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act. Appeal with leave (2) An appeal lies to the court of appeal of a province from any order other than a final order made by a court of that province, only with leave of the court of appeal.
Canada Not-for-profit Corporations Act — C-7.75 262
Offence 262 (1) Every person who contravenes a provision of this Act, other than paragraph 148 (2)(b), or the regulations is guilty of an offence and is liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both. Offences with respect to reports (2) A person who makes, or assists in making, a false or misleading statement in a document required under this Act or the regulations to be sent to the Director or to any other person is guilty of an offence and liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both. Offence — use of information (3) A person who uses information obtained from a register of members or debt obligation holders or a list of members or debt obligation holders required under this Act for a purpose other than those specified in sections 22 , 23 and 107 without the written permission of the member or debt obligation holder about whom information is being used is guilty of an offence and liable on summary conviction to a fine of not more than $25,000 or to imprisonment for a term of not more than six months or to both. Officers, etc., of bodies corporate (4) If a body corporate commits an offence under this section, any director or officer of the body corporate who authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both, whether or not the body corporate has been prosecuted or convicted. Due diligence (5) No person shall be convicted of an offence under this section if the person establishes that they exercised due diligence to prevent the commission of the offence. Non-application of section 126 of the Criminal Code (6) Section 126 of the Criminal Code does not apply in respect of the obligation under paragraph 148 (2)(b).
Canada Not-for-profit Corporations Act — C-7.75 263
Order to comply 263 (1) Where a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted. Limitation period (2) A prosecution for an offence under this Act may be instituted at any time within but not later than two years after the time when the subject matter of the complaint arose. Civil remedy not affected (3) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.
Canada Not-for-profit Corporations Act — C-7.75 264
Definitions 264 The following definitions apply in this Part. electronic document means, except in section 269 , any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means. ( document électronique ) information system means a system used to generate, send, receive, store or otherwise process an electronic document. ( système d’information )
Canada Not-for-profit Corporations Act — C-7.75
electronic document means, except in section 269 , any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means. ( document électronique )
Canada Not-for-profit Corporations Act — C-7.75
information system means a system used to generate, send, receive, store or otherwise process an electronic document. ( système d’information )
Canada Not-for-profit Corporations Act — C-7.75 265
Application 265 This Part does not apply to information, including information in a notice or other document, sent to or issued by the Director under this Act or prescribed for the purposes of this section.
Canada Not-for-profit Corporations Act — C-7.75 266
Use not mandatory 266 (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document. Consent and other requirements (2) Despite anything in this Part, a requirement under this Act or the regulations to provide a person with information, including information in a notice or other document, is not satisfied by the provision of an electronic document unless (a) the addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; and (b) either the electronic document is provided to the designated information system or any other prescribed action is taken. Revocation of consent (3) An addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed.