Bill C-4 explained in plain English

Bill C-4 creates a new Canada Not-for-Profit Corporations Act that replaces the old government approval system for not-for-profit organizations with automatic incorporation, establishes modern governance rules, and phases out the outdated Canada Corporations Act.

Bill C-4 creates a new federal law called the Canada Not-for-Profit Corporations Act. This law establishes rules for how not-for-profit organizations and other corporations without share capital will be governed and run in Canada. The bill changes how not-for-profit organizations get incorporated (legally established). Instead of requiring government approval of "letters patent" (official documents), organizations will now be incorporated "as of right" — meaning they can incorporate simply by submitting required information and paying a fee. The bill sets out modern rules for how these organizations must operate, including: - Rights and duties of directors and officers - Financial reporting and disclosure requirements that depend on whether the organization has asked for donations and how much money it makes - Rights of members to vote, call meetings, and access records - Rules for mergers, continuance (moving to a new legal framework), and dissolution The bill also gives a government Director powers to oversee compliance and access corporate documents. The bill provides remedies if an organization's conduct is unfairly prejudicial to its members, directors, officers, or creditors. For organizations incorporated under old laws, the bill provides a way for them to "continue" (transition) under the new law. The Governor in Council (cabinet) can order certain federal organizations without share capital to apply to continue or face dissolution. The bill makes changes to many other federal laws to reference the new not-for-profit law and to phase out the old Canada Corporations Act as organizations move to the new system.

A legislative summary is currently being prepared for this bill by the Parliamentary Information and Research Service of the Library of Parliament. Meanwhile, the following executive summary is available. If you have any questions, please contact the Library of Parliament at (613) 995-1166. On 3 December 2008, the Minister of State (Small Business and Tourism) introduced Bill C-4, An Act respecting not-for-profit corporations and certain other corporations, in the House of Commons and it was given first reading. Bill C-4 provides for the phased repeal of the Canada Corporations Act (CCA), while in particular replacing Part II of the statute that governs federally incorporated non-profit corporations. Certain provisions are designed to apply to entities currently subject to Part III of the CCA, which governs corporations without share capital incorporated by a special Act of Parliament. The bill also provides for the continuance of certain corporations with share capital that are currently subject to part IV of the CCA under the Canada Business Corporations Act (CBCA). The bill’s primary purposes are to modernize and improve corporate governance in non-profit corporations, eliminate unnecessary regulation, and offer flexibility to meet the needs of the non-profit sector. The new corporate governance provisions found in Bill C-4, as well as many other provisions contained in the bill, are modelled on the corporate governance provisions contained in the CBCA, the statute that regulates federally incorporated for-profit corporations (business corporations).