Canada Not-for-profit Corporations Act

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• 1Short title

  This Act may be cited as the Canada Not-for-profit Corporations Act.

• 2Definitions
• 2(1)

  The following definitions apply in this Act.

• 2(1)[p3]

  activities includes any conduct of a corporation to further its purpose and any business carried on by a body corporate, but does not include the affairs of a body corporate. (activité)

• 2(1)[p4]

  affairs means the relationships among a corporation, its affiliates and the directors, officers, shareholders or members of those bodies corporate. (affaires internes)

• 2(1)[p5]

  articles means original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement, dissolution or revival. (statuts)

• 2(1)[p6]

  body corporate includes a company or other organization with legal personality wherever or however incorporated. (personne morale)

• 2(1)[p7]

  corporation means a body corporate incorporated or continued under this Act and not discontinued under this Act. (organisation)

• 2(1)[p8]

  court means

• 2(1)[p8](a)

  in Newfoundland and Labrador, the Trial Division of the Supreme Court of the province;

• 2(1)[p8](b)

  in Ontario, the Superior Court of Justice;

• 2(1)[p8](c)

  in Nova Scotia, British Columbia and Prince Edward Island, the Supreme Court of the province;

• 2(1)[p8](d)

  in Manitoba, Saskatchewan, Alberta and New Brunswick, the Court of Queen’s Bench for the province;

• 2(1)[p8](e)

  in Quebec, the Superior Court of the province; and

• 2(1)[p8](f)

  in Yukon and the Northwest Territories, the Supreme Court of the territory, and in Nunavut, the Nunavut Court of Justice. (tribunal)

• 2(1)[p15]

  creditor includes a debt obligation holder. (créancier)

• 2(1)[p16]

  debt obligation means a bond, debenture, note or other evidence of indebtedness or guarantee of a corporation, whether secured or unsecured. (titre de créance)

• 2(1)[p17]

  Director means an individual appointed under section 281. (directeur)

• 2(1)[p18]

  director means an individual occupying the position of director by whatever name called. (administrateur)

• 2(1)[p19]

  entity means a body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization. (entité)

• 2(1)[p20]

  incapable, 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)

• 2(1)[p21]

  incorporator means a person who signs articles of incorporation. (fondateur)

• 2(1)[p22]

  issuer means a corporation that is required by this Act to maintain a debt obligations register. (émetteur)

• 2(1)[p23]

  officer 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)

• 2(1)[p24]

  ordinary resolution means a resolution passed by a majority of the votes cast on that resolution. (ordinaire)

• 2(1)[p25]

  person means an individual or entity. (personne)

• 2(1)[p26]

  personal representative 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)

• 2(1)[p27]

  prescribed means prescribed by the regulations. (Version anglaise seulement)

• 2(1)[p28]

  prior legislation 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 financial institution as defined in section 2 of the Bank Act. (législation antérieure)

• 2(1)[p29]

  public accountant, 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)

• 2(1)[p30]

  send includes deliver. (envoyer)

• 2(1)[p31]

  series means a division of a class of debt obligations. (série)

• 2(1)[p32]

  soliciting corporation means a corporation that is referred to in subsection (5.1). (organisation ayant recours à la sollicitation)

• 2(1)[p33]

  special resolution means a resolution passed by a majority of not less than two thirds of the votes cast on that resolution. (extraordinaire)

• 2(1)[p34]

  unanimous member agreement means an agreement described in subsection 170(1) or a declaration of a member described in subsection 170(2). (convention unanime des membres)

• 2(2)Affiliated bodies corporate

  For the purposes of this Act,

• 2(2)(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

• 2(2)(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.

• 2(3)Control

  For the purposes of this Act, a body corporate is controlled by a person or by two or more bodies corporate if

• 2(3)(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

• 2(3)(b)

  the votes attached to those shares or memberships are sufficient, if exercised, to elect a majority of the directors of the body corporate.

• 2(4)Holding body corporate

  A body corporate is the holding body corporate of another if that other body corporate is its subsidiary.

• 2(5)Subsidiary body corporate

  A body corporate is a subsidiary of another body corporate if

• 2(5)(a)

  it is controlled by

• 2(5)(a)(i)

  that other body corporate,

• 2(5)(a)(ii)

  that other body corporate and one or more bodies corporate each of which is controlled by that other body corporate, or

• 2(5)(a)(iii)

  two or more bodies corporate each of which is controlled by that other body corporate; or

• 2(5)(b)

  it is a subsidiary of a body corporate that is itself a subsidiary of that other body corporate.

• 2(5.1)Soliciting corporation

  A corporation becomes a soliciting corporation for a prescribed duration from the prescribed date, if it received, during the prescribed period, income in excess of the prescribed amount in the form of

• 2(5.1)(a)

  donations or gifts or, in Quebec, gifts or legacies of money or other property requested from any person who is not

• 2(5.1)(a)(i)

  a member, director, officer or employee of the corporation at the time of the request,

• 2(5.1)(a)(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

• 2(5.1)(a)(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);

• 2(5.1)(b)

  grants or similar financial assistance received from the federal government or a provincial or municipal government, or an agency of such a government; or

• 2(5.1)(c)

  donations or gifts or, in Quebec, gifts or legacies of money or other property from a corporation or other entity that has, during the prescribed period, received income in excess of the prescribed amount in the form of donations, gifts or legacies referred to in paragraph (a) or grants or similar financial assistance referred to in paragraph (b).

• 2(6)Application to be deemed non-soliciting

  On the application of a corporation, the Director may decide that the corporation is, for the purposes of this Act, to be considered as not being — or not having been — a soliciting corporation if the Director is satisfied that the determination would not be prejudicial to the public interest.

• 3Application 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.

• 3(2)Certain Acts do not apply

  The following do not apply to a corporation:

• 3(2)(a)

  the Canada Business Corporations Act; and

• 3(2)(b)Repealed

  [Repealed, 2009, c. 23, s. 341]

• 3(2)(c)

  the Winding-up and Restructuring Act.

• 3(3)Limitations on business that may be carried on

  No corporation shall carry on the business of

• 3(3)(a)

  a bank;

• 3(3)(b)

  an association to which the Cooperative Credit Associations Act applies;

• 3(3)(c)

  a company or society to which the Insurance Companies Act applies; or

• 3(3)(d)

  a company to which the Trust and Loan Companies Act applies.

• 3(4)Limitation — granting degrees or regulating activities

  Incorporation or continuance under this Act does not confer any authority on a corporation to carry on activities as a degree-granting educational institution or to regulate any activity, including a profession or trade.

• 4Purpose

  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.

• 5Power of Governor in Council

  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.

• 6Incorporators
• 6(1)

  One or more individuals or bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 8.

• 6(2)Individuals

  An individual may incorporate a corporation under subsection (1) only if that individual

• 6(2)(a)

  is not less than 18 years of age;

• 6(2)(b)

  is not incapable; or

• 6(2)(c)

  does not have the status of bankrupt.

• 7Articles 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,

• 7(1)(a)

  the name of the corporation;

• 7(1)(b)

  the province where the registered office is to be situated;

• 7(1)(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;

• 7(1)(d)

  the number of directors or the minimum and maximum number of directors;

• 7(1)(e)

  any restrictions on the activities that the corporation may carry on;

• 7(1)(f)

  a statement of the purpose of the corporation; and

• 7(1)(g)

  a statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation.

• 7(2)Other required provisions

  Articles of incorporation shall set out, in respect of the proposed corporation, any provision required by any other Act of Parliament to be set out in the articles.

• 7(3)Additional provisions in articles

  The articles may set out any provisions that may be set out in the by-laws.

• 7(3.1)Equivalency

  Any requirement under this Act to set out a provision in the by-laws is deemed met by setting out the provision in the articles.

• 7(4)Special majorities

  Subject to subsection (5), if the articles or a unanimous member agreement requires a greater number of votes of directors or members than that required by this Act to effect any action, the provisions of the articles or of the unanimous member agreement prevail.

• 7(5)Removal of directors

  The articles may not require a greater number of votes of members to remove a director than the number required by section 130.

• 8Delivery of articles of incorporation

  One of the incorporators shall send to the Director articles of incorporation and the documents required by sections 20 and 128.

• 9Certificate of incorporation

  On receipt of articles of incorporation, the Director shall issue a certificate of incorporation in accordance with section 276.

• 10Effect of certificate

  A corporation comes into existence on the date shown in the certificate of incorporation.

• 11Alternate name
• 11(1)

  Subject to subsection 13(1), the name of a corporation may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets any prescribed criteria. The corporation may use and may be legally designated by any such form.

• 11(2)Alternate name outside Canada

  Subject to subsection 13(1), a corporation may, for use outside Canada, set out its name in its articles in any language form and it may use and may be legally designated by any such form outside Canada.

• 11(3)Publication of name

  A corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation.

• 11(4)Other name

  Subject to subsections (3) and 13(1), a corporation may carry on activities under or identify itself by a name other than its corporate name.

• 12Reserving name
• 12(1)

  The Director may, on request, reserve for a prescribed period a name for an intended corporation or for a corporation that intends to change its name.

• 12(2)Designating number

  If requested to do so by the incorporators or a corporation, the Director shall assign to the corporation as its name a designating number followed by the word “Canada” and a prescribed term.

• 13Prohibited names
• 13(1)

  A corporation shall not be incorporated or continued under this Act with, change its name to, or have, carry on activities under or identify itself by, a name that is prohibited by the regulations or that does not meet the prescribed requirements.

• 13(2)Directing change of name

  The Director may direct a corporation to change its name in accordance with section 197 if, through inadvertence or otherwise, the corporation acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.

• 13(3)Directing change of numbered name

  If a corporation has a designating number as its name, the Director may direct the corporation to change its name to a name other than a designating number in accordance with section 197.

• 13(4)Undertaking to dissolve or change name

  If a corporation acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the corporation to change its name in accordance with section 197, unless the undertaking is honoured within the period specified in subsection (5).

• 13(5)Revoking name

  If a corporation has not followed a directive under subsection (2), (3) or (4) within the prescribed period, the Director may revoke the name of the corporation and assign a name to it and, until changed in accordance with section 197, the name of the corporation is the name assigned by the Director.

• 14Certificate of amendment
• 14(1)

  If the Director assigns a new name to a corporation under subsection 13(5), the Director shall issue a certificate of amendment showing the name and shall publish notice of the change of name as soon as practicable in a publication generally available to the public.

• 14(2)Effect of certificate

  The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.

• 15Pre-incorporation and pre-amalga­mation contracts
• 15(1)

  Subject to this section and unless the contract expressly provides otherwise, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to its benefits.

• 15(2)Adoption or ratification of contract

  The corporation may, within a reasonable time after it comes into existence, adopt or, in Quebec, ratify the contract by any action or conduct signifying its intention to be bound by the contract, and on the adoption or ratification

• 15(2)(a)

  the corporation is bound by the contract and is entitled to its benefits as if the corporation had been in existence at the date of the contract and had been a party to it; and

• 15(2)(b)

  the person ceases to be bound by or entitled to the benefits of the contract, except as provided for in subsection (3).

• 15(3)Application to court

  Whether or not a written contract made before the coming into existence of a corporation is adopted or, in Quebec, ratified by the corporation, a party to the contract may apply to a court for an order respecting the nature and extent of the obligations and liability under the contract of the corporation and the person who is bound by the contract under subsection (1). On the application, the court may make any order that it thinks fit.

• 16Capacity of a corporation
• 16(1)

  A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

• 16(2)Activities

  A corporation may carry on activities throughout Canada.

• 16(3)Extra-territorial capacity

  A corporation has the capacity to carry on its activities, conduct its affairs and exercise its powers in a jurisdiction outside Canada to the extent that the laws of that jurisdiction permit.

• 17Powers of a corporation
• 17(1)

  It is not necessary for a by-law to be passed in order to confer any particular power on a corporation or its directors.

• 17(2)Restricted activities or powers

  A corporation shall not carry on any activities or exercise any power in a manner contrary to its articles.

• 17(3)Rights preserved

  No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act.

• 18No constructive notice

  No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning a corporation by reason only that the person can examine it under section 279 or at an office of the corporation.

• 19Authority of directors, officers, agents and mandataries
• 19(1)

  No corporation, no guarantor of an obligation of a corporation and, in Quebec, no surety may assert against a person dealing with the corporation or against a person who acquired rights from the corporation that

• 19(1)(a)

  the articles, the by-laws or any unanimous member agreement has not been complied with;

• 19(1)(b)

  the individuals named in the last notice that was sent by the corporation in accordance with section 128 or 134 and received by the Director are not the directors of the corporation;

• 19(1)(c)

  the place named in the last notice accepted by the Director under section 20 is not the registered office of the corporation;

• 19(1)(d)

  a person held out by a corporation as a director, an officer, an agent or a mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the activities of the corporation or usual for a director, an officer, an agent or a mandatary;

• 19(1)(e)

  a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or not genuine; or

• 19(1)(f)

  a sale, a lease or an exchange of property referred to in subsection 214(1) was not authorized.

• 19(2)Exception

  Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the corporation.

• 20Registered office
• 20(1)

  A corporation shall at all times have a registered office in the province in Canada specified in its articles.

• 20(2)Notice of registered office

  A notice of registered office in the form that the Director fixes shall be sent to the Director together with any articles that designate or change the province where the registered office of the corporation is to be located.

• 20(3)Change of address

  The directors of a corporation may change the corporation’s registered office to another place within the province specified in the articles, in which case the corporation shall send to the Director a notice of registered office in the form that the Director fixes.

• 20(4)Notice of registered office effective on acceptance

  A notice of registered office becomes effective when the Director accepts it.

• 21Corporate records
• 21(1)

  A corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, records containing

• 21(1)(a)

  the articles and the by-laws, and amendments to them, and a copy of any unanimous member agreement;

• 21(1)(b)

  the minutes of meetings of members and any committee of members;

• 21(1)(c)

  the resolutions of members and any committee of members;

• 21(1)(d)

  if any debt obligation is issued by the corporation, a debt obligations register that complies with section 44;

• 21(1)(e)

  a register of directors;

• 21(1)(f)

  a register of officers; and

• 21(1)(g)

  a register of members.

• 21(2)Register

  The registers referred to in paragraphs (1)(e) to (g) shall contain the prescribed information.

• 21(3)Directors’ records

  A corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings of the directors and any committee of directors as well as resolutions adopted by the directors or any committee of directors.

• 21(4)Retention of accounting records

  Subject to any other Act of Parliament or of the legislature of a province that provides for a longer retention period, a corporation shall retain the accounting records referred to in subsection (3) for the prescribed period.

• 21(5)Records of continued corporations

  For the purposes of paragraphs (1)(b) and (c) and subsection (3), where a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.

• 21(6)Place of directors’ records

  The records described in subsection (3) shall be kept at the registered office of the corporation or at any other place that the directors think fit.

• 21(7)Directors’ access to records

  The records described in subsections (1) and (3) shall at all reasonable times be open to inspection by the directors. The corporation shall, at the request of any director, provide them with any extract of the records free of charge.

• 21(8)Records in Canada

  If accounting records of a corporation are kept outside Canada, accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis shall be kept at the registered office or any other place in Canada designated by the directors.

• 21(9)When records or registers kept outside Canada

  Despite subsections (1) and (8), but subject to the Income Tax Act, the Excise Tax Act, the Customs Act and any other Act administered by the Minister of National Revenue, a corporation may keep all or any of its corporate records and accounting records referred to in subsection (1) or (3) at a place outside Canada, if

• 21(9)(a)

  the records are available for inspection, by means of any technology, during regular office hours at the registered office or any other place in Canada designated by the directors; and

• 21(9)(b)

  the corporation provides the technical assistance to facilitate an inspection referred to in paragraph (a).

• 22Access to corporate records
• 22(1)

  A member, a member’s personal representative and a creditor of a corporation may examine and, on payment of any reasonable fee, take extracts from the records referred to in paragraphs 21(1)(a) to (f) during the corporation’s usual business hours.

• 22(2)Requirement for statutory declaration — debt obligations register

  Any person described in subsection (1) who wishes to examine the debt obligations register of a corporation shall first make a request to the corporation or its agent or mandatary accompanied by a statutory declaration referred to in subsection (5). Within the prescribed period, the corporation or its agent or mandatary shall allow the applicant access to the register during the corporation’s usual business hours and, on payment of any reasonable fee, provide the applicant with an extract from the register.

• 22(3)Copies of corporate records

  A member of a corporation is entitled on request and free of charge to one copy of the articles and by-laws, any amendments to them, and any unanimous member agreement.

• 22(4)Debt obligation holders lists

  Any person described in subsection (1), on payment of any reasonable fee and on sending to a corporation or its agent or mandatary the statutory declaration referred to in subsection (5), may on application require the corporation or its agent or mandatary to furnish within the prescribed period a list of debt obligation holders setting out the prescribed information and updated in accordance with the regulations.

• 22(5)Contents of statutory declaration

  The statutory declaration required under subsection (2) or (4) shall

• 22(5)(a)

  state the name and address of the applicant and, if the applicant is a body corporate, its address for service; and

• 22(5)(b)

  state that the list of debt obligation holders or the information contained in the debt obligations register obtained under subsection (2) will not be used except as permitted under subsection (7).

• 22(6)Person making statutory declaration

  If the applicant is a body corporate, the statutory declaration shall be made by a director or officer of the body corporate.

• 22(7)Use of information or list of debt obligation holders

  A list of debt obligation holders or information from a debt obligations register obtained under this section shall not be used by any person except in connection with

• 22(7)(a)

  an effort to influence the voting of debt obligation holders of the corporation;

• 22(7)(b)

  an offer to acquire debt obligations of the corporation; or

• 22(7)(c)

  any other matter relating to the debt obligations or affairs of the corporation.

• 23Requirement for statutory declaration — register of members
• 23(1)

  A member or a member’s personal representative who wishes to examine the register of members of a corporation shall first make a request to the corporation or its agent or mandatary accompanied by a statutory declaration referred to in subsection (5). Within the prescribed period, the corporation or its agent or mandatary shall allow the applicant access to the register during the corporation’s usual business hours and, on payment of any reasonable fee, provide the applicant with an extract from the register.

• 23(2)List of members

  Any person described in subsection (1) and debt obligation holders, on payment of any reasonable fee and on sending to a corporation or its agent or mandatary the statutory declaration referred to in subsection (5), may on application require the corporation or its agent or mandatary to furnish within the prescribed period a list of members setting out the prescribed information and updated in accordance with the regulations.

• 23(3)Limitation

  A person described in subsection (1) may only make an application under subsection (2) once in each calendar year. In addition, an application may be made before each special meeting of members of which the person receives notice.

• 23(4)Application of debt obligation holder

  A debt obligation holder may make an application to obtain a list of members only after receiving notice of a meeting of members at which the holder has the right to vote.

• 23(5)Contents of statutory declaration

  The statutory declaration required under subsection (1) or (2) shall

• 23(5)(a)

  state the name and address of the applicant and, if the applicant is a body corporate, its address for service; and

• 23(5)(b)

  state that the list of members or the information contained in the register of members obtained under subsection (1) will not be used except as permitted under subsection (7) or (8).

• 23(6)Person making statutory declaration

  If the applicant is a body corporate, the statutory declaration shall be made by a director or officer of the body corporate.

• 23(7)Use of information or list by members

  A member or a member’s personal representative who obtains a list of members or information from a register of members under this section shall not use the list or information except in connection with

• 23(7)(a)

  an effort to influence the voting of members;

• 23(7)(b)

  requisitioning a meeting of members; or

• 23(7)(c)

  any other matter relating to the affairs of the corporation.

• 23(8)Use of information or list by debt obligation holders

  A debt obligation holder who obtains a list of members under this section shall not use the list except in connection with an effort to influence the voting of members on any issue that the holder has a right to vote on.

• 24Examination by Director
• 24(1)

  The Director may examine the records described in subsection 21(1) during the corporation’s usual business hours and may take extracts from the records free of charge.

• 24(2)Requirement to provide list

  The Director may require the corporation or its agent or mandatary to furnish to the Director within the prescribed period a list of members or debt obligation holders setting out the prescribed information and updated in accordance with the regulations.

• 25Application for authorization — corporation
• 25(1)

  On the application of a corporation, the Director may authorize the corporation, on any terms that the Director thinks fit, to refuse, in whole or in part, to allow access to corporate records or to furnish information that the corporation is otherwise under this Part obligated to allow or furnish, if the Director reasonably believes that allowing the access or furnishing the information would be detrimental to any member or the corporation.

• 25(2)Application for direction — member

  On the application of any member, the Director may direct the corporation, on any terms that the Director thinks fit, not to allow, in whole or in part, access to corporate records or not to furnish, in whole or in part, information that the corporation is otherwise under this Part obligated to allow or furnish, if the Director reasonably believes that allowing the access or furnishing the information would be detrimental to any member or the corporation.

• 26Form of records
• 26(1)

  All registers and other records required by this Act to be prepared and maintained may be in any form, provided that the records are capable of being reproduced in intelligible written form within a reasonable time.

• 26(2)Precautions

  A corporation and its agents and mandataries shall take reasonable precautions to prevent the loss or destruction of the registers and other records required under this Act, to prevent the falsification of entries in those registers and records and to facilitate the detection and correction of inaccuracies in them.

• 27Validity of unsealed documents

  A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.

• 28Borrowing powers
• 28(1)

  Unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors of a corporation may, without authorization of the members,

• 28(1)(a)

  borrow money on the credit of the corporation;

• 28(1)(b)

  issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;

• 28(1)(c)

  give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and