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FederalPassed40th Parliament, 2nd Session

Bill C-4 explained in plain English

An Act respecting not-for-profit corporations and certain other corporations

Federal Parliament bill summary, status, timeline, sponsor, votes, and official sources.

At a glance

Jurisdiction
Federal Parliament
Legislature / Parliament
Parliament of Canada
Session
40th Parliament, 2nd Session
Bill number
Bill C-4
Full title
An Act respecting not-for-profit corporations and certain other corporations
Current status
Passed
Latest event
Royal assent received
Last updated
Jun 23, 2009

Official Parliament of Canada snapshot for 40th Parliament, 2nd Session. MP vote breakdowns appear when the House of Commons publishes a recorded division export for that bill. Senate and House stage details include official debate/sitting links when LEGISinfo publishes them.

Chamber
Parliament of Canada
Current Stage
Royal assent received
Latest Activity
Jun 23, 2009
Plain-language explanation
In plain English (our explanation)

Our plain-language take, written for civic education.

Source: By PoliticalData.ca

AI-assisted, reviewed before publishing
Short Version

Bill C-4 establishes a new federal law governing not-for-profit corporations and other organizations without shareholders, replacing the old letters patent system with automatic incorporation and modern governance standards.

What It Means

Bill C-4 creates a new federal law called the Canada Not-for-profit Corporations Act. This law sets up rules for how not-for-profit organizations and other organizations without shareholders must be governed and operate in Canada. The main changes include: **Easier incorporation**: Organizations no longer need ministerial approval. Instead, they can incorporate automatically ("as of right") by submitting required information and paying a fee, replacing the old "letters patent" system. **Modern governance standards**: The law requires directors and officers to follow certain duties and responsibilities. It covers how organizations must handle finances, including accounting reviews and financial disclosure requirements that vary based on whether the organization has raised funds and its annual revenue level. **Member rights**: Members of these organizations gain the right to vote at meetings, call special meetings, propose matters for discussion, and access corporate records. **Powers and capacity**: Organizations gain the legal capacity of a natural person, allowing them to buy and sell property, make investments, borrow money, and issue debt. **Administrative oversight**: A Director is appointed to oversee compliance, make inquiries, and access corporate documents like financial statements and membership lists. **Remedies**: Members and others affected can take action if an organization acts in ways that are oppressive or unfairly prejudicial to their interests. **Fundamental changes**: The law sets out procedures for merging organizations, continuing an organization under this new law, liquidating, and dissolving. **Transition for existing organizations**: Organizations currently operating under Parts II and IV of the old Canada Corporations Act must apply for a "certificate of continuance" under this new law. Those under Part II have three years to do so; those under Part IV have six months. If they do not comply, they will be dissolved. Some organizations (banks, insurance companies, trust companies, and credit unions) are exempt from this requirement. **Repeal of old legislation**: The bill phases out the old Canada Corporations Act and repeals certain special incorporation acts for specific organizations. **Consequential amendments**: The bill makes changes to many other federal laws to ensure they work with the new system, including acts governing cooperatives, employment insurance boards, pension funds, and various other organizations.

What This Bill Does
  • Creates a new Canada Not-for-profit Corporations Act to govern the incorporation, governance, and operation of not-for-profit organizations and other corporations without share capital
  • Replaces the 'letters patent' system of incorporation with an automatic 'as of right' system where organizations incorporate by filing required information and paying a fee, without ministerial approval
  • Establishes modern corporate governance standards including duties and responsibilities for directors and officers, with related defences and liabilities
  • Requires financial review by a public accountant and financial disclosure based on whether the organization has solicited funds and its level of annual revenue
  • Grants organizations legal capacity as a natural person, including the ability to buy and sell property, make investments, borrow funds, and issue debt obligations
  • Establishes member rights including voting at meetings, calling special meetings, proposing matters for consideration, and accessing corporate records
  • Creates an administrative oversight role for a Director with powers to make inquiries, examine compliance, and access key corporate documents
  • Provides remedies for members and interested persons to address oppressive or unfairly prejudicial conduct by an organization
  • Sets out procedures for fundamental corporate changes including amalgamation, continuance, liquidation, and dissolution
  • Requires existing bodies incorporated under Parts II and IV of the Canada Corporations Act to apply for continuance under the new law or be dissolved (Part II has three years, Part IV has six months)
  • Exempts certain organizations from continuance requirements, including banks, insurance companies, trust companies, credit unions, and those subject to winding-up orders
  • Makes consequential amendments to many other federal acts to ensure compatibility with the new not-for-profit corporations regime
  • Phases out and repeals provisions of the old Canada Corporations Act as organizations cease being subject to it
  • Repeals certain special Acts of Parliament that incorporated individual organizations after they are continued or dissolved under the new law
Who Is Affected
  • Not-for-profit organizations seeking to incorporate federally in Canada
  • Existing not-for-profit and charitable organizations currently operating under the Canada Corporations Act (particularly those governed by Parts II and IV)
  • Members of not-for-profit organizations (gaining defined voting and participation rights)
  • Directors and officers of not-for-profit organizations (subject to new duties, responsibilities, and liabilities)
  • Federal organizations and societies that have incorporation letters under special Acts of Parliament
  • Banks (exempt from continuance requirements)
  • Insurance companies and insurance societies
  • Credit unions and cooperative credit associations
  • Trust and loan companies
  • Cooperatives (clarified to not be subject to the new law)
  • Crown corporations and other federal agencies governed by the Financial Administration Act
  • The federal Director (newly empowered to oversee compliance and access corporate information)
  • Public accountants and auditors (required to conduct financial reviews)
  • Creditors of not-for-profit organizations (gaining defined remedy rights in case of oppressive conduct)
  • Provincial organizations (not directly affected, but the new Act creates a parallel federal framework)
Rights, Duties, Or Obligations
  • Organizations incorporating under this Act must file required information and pay a fee (amount to be prescribed by regulation)
  • Organizations must hold annual meetings of members and provide annual returns
  • Directors and officers owe duties to the organization, including duties of care, honesty, and loyalty (specific duties to be detailed in the Act)
  • Organizations must maintain membership lists, financial records, and other corporate documents
  • Financial review is required; the extent depends on whether the organization has solicited funds and its revenue level
  • Organizations must disclose financial information based on their revenue and fundraising activities
  • Members have the right to vote at member meetings
  • Members may call special meetings of members under prescribed conditions
  • Members may advance proposals for consideration at member meetings
  • Members have the right to access corporate records
  • Organizations must apply for a certificate of continuance under the new law if they were incorporated under the Canada Corporations Act (Part II: within three years; Part IV: within six months)
  • Organizations that do not apply for continuance within the prescribed timeframe will be dissolved
  • Organizations have the capacity and powers of a natural person, including the ability to own property, make investments, borrow funds, and issue debt
  • Organizations may change their name, head office location, or stated objects following prescribed procedures
  • Organizations may amalgamate with other organizations following prescribed procedures
  • Organizations may be liquidated and dissolved following prescribed procedures
  • Members and other interested persons may seek remedies if the organization's conduct is oppressive or unfairly prejudicial to their interests
  • The Director has the power to make inquiries related to compliance with the Act
  • The Director may access and examine corporate documents, financial statements, and membership lists
Important Dates
  • Part II of the Canada Corporations Act bodies must apply for a certificate of continuance under section 211 of the new Act within three years of the commencement of this provision, or they will be dissolved
  • Part IV of the Canada Corporations Act bodies must apply for a certificate of continuance under section 187 of the Canada Business Corporations Act within six months of the commencement of this provision, or they will be dissolved
  • The Ogdensburg Bridge Authority must apply for letters patent under the Canada Corporations Act within six months or be dissolved
  • After commencement of the relevant section, no new organizations may be incorporated or continued under Part II of the Canada Corporations Act
  • Within 10 years of the commencement of the review provision, the Minister must report to Parliament on the provisions and operation of the Act, including recommendations for amendments
  • Most sections of the Act will commence on days to be fixed by order of the Governor in Council (no specific dates provided in the bill text)
  • Some amendments to other federal Acts will come into force only on the day paragraph 313(a) comes into force
Financial Or Tax Impacts
  • Organizations must pay incorporation fees (amount to be prescribed by regulation) to obtain a certificate of incorporation
  • Organizations may be required to pay other fees prescribed by regulation for document receipt, examination, issuance, copying, and for actions taken by the Director
  • The bill does not specify whether there are tax implications for organizations, but no new tax measures are introduced in this summary
  • Costs for complying with financial review and disclosure requirements will vary depending on organization size and revenue
  • Organizations will incur costs for preparing annual returns and holding annual member meetings
  • The bill text does not address whether not-for-profit organizations remain tax-exempt; that is outside the scope of this Act
Enforcement Or Penalties
  • Organizations failing to apply for a certificate of continuance within the prescribed timeframe will be automatically dissolved
  • Directors and officers may face liability for breaching their duties to the organization
  • Directors and officers may face personal liability in certain circumstances (details to be specified in the Act)
  • The Director has the power to make inquiries and examine corporate compliance with the Act
  • Members and interested persons may seek court remedies if an organization's conduct is oppressive or unfairly prejudicial
  • The bill text does not specify criminal penalties, fines, or other sanctions; these would be detailed in the full Act or supporting regulations
Uncertainties Or Limits
  • The bill text does not specify the exact amount of fees to be charged for incorporation and various corporate actions; these will be prescribed by regulation
  • The bill text does not detail the specific duties of care, honesty, and loyalty for directors and officers; these will be set out in the main body of the Act not provided in the digest
  • The bill text does not specify what constitutes 'oppressive' or 'unfairly prejudicial' conduct; this will be determined by courts and the Act's provisions
  • The bill text does not provide details on which organizations will be required to conduct financial audits versus financial reviews; these distinctions will be prescribed by regulation based on revenue thresholds and fundraising activities
  • The specific commencement dates for most sections of the Act are not fixed; they will be proclaimed by order of the Governor in Council (except for a few specific provisions)
  • The bill text does not specify exactly which special Acts of Parliament will be repealed; a minister must first prepare a report listing bodies incorporated under special Acts that have been continued or dissolved, and Parliament must approve the repeal
  • The Governor in Council has discretionary power to require certain bodies corporate to apply for continuance under the new law; the specific scope and timeline of any such orders are not detailed
  • The bill text does not specify the full scope of the Director's investigative powers or the procedures for exercising them
  • The bill text does not specify all the defences available to directors and officers, or the full extent of their liability
  • The bill does not specify the detailed procedures for member meetings, voting, proposal advancement, or record access; these will be set out in regulations or the Act itself
  • The bill text does not specify details about which provincial bodies may be subject to this federal law, or how interprovincial conflicts will be handled
Laws Or Regulations Affected
Canada Corporations Act
Phased repeal and amendment

The bill creates a replacement framework for not-for-profit and organizations without share capital previously governed by Parts II, IV, and other provisions of the Canada Corporations Act. Over time, as organizations transition to the new law, the Canada Corporations Act will be repealed in stages. New organizations can no longer be incorporated under Part II of the Canada Corporations Act.

Source: Parts 17, 19, 20

Canada Business Corporations Act
Amendment

The bill amends this Act to add the Canada Not-for-profit Corporations Act to the list of acts in subsection 3(3). It also amends provisions governing which bodies can apply for continuance under the Canada Business Corporations Act to exclude bodies governed by the Canada Not-for-profit Corporations Act.

Source: Sections 309, 310, 311, 344, 345, 346

Canada Cooperatives Act
Amendment

The bill clarifies that cooperatives are not subject to the Canada Not-for-profit Corporations Act, the Canada Business Corporations Act, or other related acts.

Source: Section 312

Canada Employment Insurance Financing Board Act
Amendment

The bill specifies that the Canada Not-for-profit Corporations Act does not apply to the Board.

Source: Section 314

Canada Foundation for Sustainable Development Technology Act
Amendment

The bill specifies that the Canada Not-for-profit Corporations Act does not apply to the Foundation.

Source: Section 315

Insurance Companies Act
Amendment

The bill allows insurance societies to apply for continuance under the Canada Not-for-profit Corporations Act with ministerial approval.

Source: Section 331

Public Sector Pension Investment Board Act
Amendment

The bill specifies that the Canada Not-for-profit Corporations Act does not apply to the Board.

Source: Section 336

Financial Administration Act
Amendment

The bill updates provisions allowing the Treasury Board to make regulations adapting the Canada Business Corporations Act and the Canada Not-for-profit Corporations Act for crown corporations.

Source: Section 327

Canadian Institutes of Health Research Act
Amendment

The bill allows CIHR to incorporate subsidiaries under the Canada Not-for-profit Corporations Act (in addition to other options).

Source: Section 319

Bank Act
Amendment

The bill updates provisions allowing designation of a body corporate under the Canada Not-for-profit Corporations Act for complaint-handling purposes.

Source: Section 306

Winding-up and Restructuring Act
Referenced in transition provisions

Bodies subject to winding-up orders under this Act are exempted from the requirement to apply for continuance under the new law.

Source: Sections 297, 298

Generated using AI from official bill text. Not legal advice. It is written by PoliticalData.ca for civic education, automatically checked and spot-reviewed before publishing.

Official text
Official summary
Official summary (Parliament of Canada)

The official summary published alongside the bill, shown exactly as written.

Source: Parliament of Canada (LEGISinfo)

Third-party sourceView on LEGISinfo

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. 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).

This is the official summary published by the Parliament of Canada, shown verbatim. Not legal advice. PoliticalData.ca did not write or edit this text.

View on LEGISinfo

Parliamentary Process

Step 1
First reading
May 5, 2009
Completed

Bill C-4, concerning not-for-profit corporations, completed its first reading in the Senate on May 5, 2009, and proceeded through further stages to receive royal assent on June 23, 2009.

First reading, May 5, 2009
End of stage activity, May 5, 2009
Chamber sittings
First reading - May 5, 2009

On May 5, 2009, the Senate proceeded with the first reading of Bill C-4, An Act respecting not-for-profit corporations and certain other corporations, marking its introduction into the Senate.

Step 2
Second reading
Jun 10, 2009
Completed

Bill C-4, An Act respecting not-for-profit corporations and certain other corporations, completed its second reading in the Senate on February 12, 2009, and was subsequently referred to committee before receiving Royal Assent on June 23, 2009.

Second reading, Jun 10, 2009
Referral to committee, Jun 10, 2009
End of stage activity, Jun 10, 2009
Chamber sittings
Debate at second reading - May 26, 2009

On May 26, 2009, the Senate held tributes, tabled reports, discussed economic and official languages issues, and began debates on environmental enforcement and not-for-profit corporations, with the latter being adjourned.

During a Senate sitting on May 26, 2009, senators paid tribute to former Senator Orville Howard Phillips, tabled reports, discussed economic and official languages issues, and debated Bill C-4 at second reading, which resulted in an adjournment of the debate.

Debate at second reading - Jun 10, 2009

During a Senate sitting on June 10, 2009, tributes were paid to a retiring senator, and Bill C-4 concerning not-for-profit corporations was debated at second reading and referred to committee, alongside discussions on other legislative matters and public issues.

The Senate debated Bill C-4, aiming to modernize the governing legislation for not-for-profit corporations to improve accountability and reduce administrative burdens, after which it was referred to committee.

Step 3
Consideration in committee
Jun 22, 2009
Completed

Bill C-4 completed its consideration in a Senate committee on June 22, 2009.

Committee report presented, Jun 22, 2009
End of stage activity, Jun 22, 2009
Chamber sittings
Committee report presented - Jun 22, 2009

During Senate proceedings on June 22, 2009, the Banking, Trade and Commerce Committee presented its report on Bill C-4, indicating the bill was without amendment, after which the bill was scheduled for third reading.

Step 4
Third reading
Jun 23, 2009
Completed

Bill C-4, concerning not-for-profit corporations, completed its final stage in the Senate on June 23, 2009, receiving Royal Assent to become law.

Third reading, Jun 23, 2009
End of stage activity, Jun 23, 2009
Chamber sittings
Debate at third reading - Jun 23, 2009

On June 23, 2009, the Senate debated and passed Bill C-4 at its third reading, with specific concerns raised about the eligibility of Certified General Accountants in Ontario, and also conducted other Senate business.

The Senate completed the third reading and passed Bill C-4, An Act respecting not-for-profit corporations and certain other corporations, after Senators raised concerns about the exclusion of certified general accountants from auditing in Ontario, and Royal Assent was subsequently granted to the bill.

Step 1
First reading
Jan 28, 2009
Completed

This artifact documents the procedural progression of Bill C-4 from its first reading in the House of Commons on January 28, 2009, through its passage and eventual royal assent on June 23, 2009.

Introduction and first reading, Jan 28, 2009
End of stage activity, Jan 28, 2009
Chamber sittings
Introduction and first reading - Jan 28, 2009

During a House of Commons sitting on January 28, 2009, Bill C-4, an act respecting not-for-profit corporations and certain other corporations, was formally introduced and read for the first time as part of the routine proceedings.

Step 2
Second reading
Feb 12, 2009
Completed

Bill C-4, concerning not-for-profit corporations, completed its second reading in the House of Commons on February 12, 2009, and was subsequently referred to committee.

Second reading and referral to committee, Feb 12, 2009
End of stage activity, Feb 12, 2009
Chamber sittings
Debate at second reading - Feb 4, 2009

On February 4, 2009, the House of Commons debated oral questions on various issues and an emergency debate on Sri Lanka, and introduced Bill C-4.

Debate at second reading - Feb 6, 2009

During the House of Commons debate on Bill C-4 at second reading, members discussed the proposed reforms to not-for-profit corporations legislation, highlighting benefits like streamlined processes and increased accountability, while also raising concerns about regulatory burden, diverse organizational needs, and federal-provincial jurisdiction.

Debate at second reading - Feb 12, 2009

On February 12, 2009, the House of Commons debated and voted on several bills, including the Budget Implementation Act, 2009, and the Canada Not-for-profit Corporations Act, alongside oral questions and statements by members.

Step 3
Consideration in committee
Apr 23, 2009
Completed

The House of Commons committee completed its examination of Bill C-4 on April 23, 2009, before the bill proceeded to receive Royal Assent later that year.

Committee report presented, Apr 23, 2009
End of stage activity, Apr 23, 2009
Chamber sittings
Committee report presented - Apr 23, 2009

On June 10, 2009, the Senate held a sitting that included tributes to a retiring senator, tabling of reports, question period on various issues, and proceedings on multiple bills, with Bill C-4 (not-for-profit corporations) reaching second reading.

The Senate of Canada convened on June 10, 2009, to honor Senator Willie Adams' retirement after 32 years of service, while also conducting legislative business on various bills and addressing national issues.

Step 4
Report stage
May 5, 2009
Completed

Bill C-4, concerning not-for-profit corporations, completed its legislative process, receiving Royal Assent in June 2009 after passing through the House of Commons and the Senate.

Concurrence at report stage, May 5, 2009
End of stage activity, May 5, 2009
Chamber sittings
Debate at report stage - May 5, 2009

On May 5, 2009, the House of Commons debated and passed Bill C-4 (Canada Not-for-profit Corporations Act), debated Bill C-26 (Criminal Code amendments on auto theft), and held a debate on the seal hunt, while also addressing other bills.

Step 5
Third reading
May 5, 2009
Completed

Bill C-4, concerning not-for-profit corporations, completed its third reading in the House of Commons on May 5, 2009, before receiving royal assent on June 23, 2009.

Third reading, May 5, 2009
End of stage activity, May 5, 2009
Chamber sittings
Debate at third reading - May 5, 2009

The House of Commons debated and passed Bill C-4, the Canada Not-for-profit Corporations Act, at its third reading on May 5, 2009, aiming to modernize the governance of not-for-profit organizations.

Step 1
Royal assent
Jun 23, 2009
Royal assent, Jun 23, 2009
End of stage activity, Jun 23, 2009
Chamber sittings
Royal assent - Jun 23, 2009

We don't have a plain-language summary for Royal assent yet. The official source linked below is the full record.

We don't have a plain-language summary for Debates of the Senate yet. The official source linked below is the full record.

Debate and sitting links point to official parliamentary sources when LEGISinfo publishes them. Any plain-language discussion summaries should be generated from those official texts and reviewed before public display.

Vote Summary

No published recorded division

This bill does not have a published recorded division in the current official sources, so representative-by-representative vote counts are not shown.

Sponsor
Diane Ablonczy
Sponsor party or district not listed
Jurisdiction
Federal Parliament

No published representative vote breakdown

The current official sources do not publish a recorded division breakdown for this bill, so there is no representative-by-representative table to show.

Official sources

Status, sponsor, votes, and timeline on this page are drawn from these official legislative sources and public records. Each summary above is attributed to its own source.

How this data is sourced