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Bill S-30

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S-30
First Session, Thirty-seventh Parliament,
49-50 Elizabeth II, 2001
SENATE OF CANADA
BILL S-30
An Act to amend the Canada Corporations Act (corporations sole)
first reading, June 12, 2001
The Honourable Senator Atkins

2500

Summary
The purpose of this enactment is to enable office holders to incorporate as non-profit corporations sole under the Canada Corporations Act, and to govern corporations so incorporated.

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1st Session, 37th Parliament,
49-50 Elizabeth II, 2001
senate of canada
BILL S-30
An Act to amend the Canada Corporations Act (corporations sole)
Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
R.S., c. C-44
1. The Canada Corporations Act is amended by adding the following after Part II:
PART II.1
CORPORATIONS SOLE
Definitions
157.2 In this Part,
“office”
« charge »
“office” means a public or private office, whether ecclesiastical or lay, held by a single person and by that person’s successors in office, one at a time, in perpetual succession;
“office holder”
« titulaire de charge »
“office holder” means the present incumbent of an office;
“corporation sole”
« corporation simple »
“corporation sole” means the office holder incorporated as a corporation under this Part that is not a corporation aggregate.
Application of Part
157.3 This Part applies to all corporations sole incorporated or continued under it.
Application without objects of gain
157.4 (1) The Minister may by letters patent under the Minister’s seal of office grant a charter to an office holder who applies therefor constituting the office holder and the office holder’s successors in office a body corporate and politic, without share capital, for the purpose of carrying on without pecuniary gain to its members, objects, to which the legislative authority of the Parliament of Canada extends, of a national, patriotic, religious, philanthropic, charitable, scientific, artistic, social, professional or sporting character, or the like objects.
Corporation sole
(2) The corporation created under subsection (1) is a corporation sole.
Ownership of property
(3) Real and personal property acquired or held in the name of a corporation sole is presumed, in the absence of evidence to the contrary, to be owned by the corporation in its corporate capacity.
No power to issue paper money or for banking
(4) Nothing in this Part shall be construed to authorize the corporation to issue any note payable to the bearer thereof or any promissory note intended to be circulated as money or as the note of a bank, or to engage in the business of banking or insurance.
Application to be filed
157.5 (1) The applicant for such letters patent, who shall be of the full age of eighteen years and have power under the law to contract, shall file in the Department an application signed by the applicant and setting forth the following particulars:
(a) the proposed name of the corporation;
(b) the purposes for which its incorporation is sought;
(c) the place within Canada where the head office of the corporation is to be situated; and
(d) the name in full and the address and calling of the applicant office holder.
By-laws to accompany application
(2) The application shall be accompanied by the by-laws, in duplicate, of the proposed corporation, which by-laws shall include provisions upon the following matters:
(a) conditions for being the office holder;
(b) mode of enacting by-laws;
(c) mode of repealing or amending by-laws with special provision that the repeal or amendment of by-laws not embodied in the letters patent shall not be enforced or acted upon until the approval of the Minister has been obtained;
(d) appointment and removal of trustees, committees and officers, and their respective powers and remuneration, including provision for an administrator to serve in the place and stead of the corporation’s office holder in the event that no one holds office or the office holder is unwilling or unable to act;
(e) audit of accounts and appointment of auditors;
(f) how the office is vacated and how successors become office holders; and
(g) custody of the corporate seal and certifying of documents issued by the corporation.
By-laws in letters patent
(3) The applicant may ask to have embodied in the letters patent any provision which could under this Part be contained in any by-law of the corporation.
Interim authority
(4) The applicant shall establish to the satisfaction of the Minister that the application provides for an office holder or administrator who is of the full age of eighteen years and has power under the law to contract to act for the corporation at all times.
Continued existence
157.6 (1) Subject to this Act, a corporation under this Part has continued existence notwithstanding that there is no office holder.
Periods of transition
(2) Subject to its letters patent and by-laws, a corporation under this Part has the same capacity and powers during a period in which there is no office holder as during periods in which an incumbent holds office.
Instrument of transition
(3) Where the letters patent or by-laws of a corporation under this Part provide for its office holder to designate by instrument in writing an administrator or agent to serve in the place and stead of the office holder in the event that no one holds office or the office holder is unwilling or unable to act, the office holder shall file every such instrument of designation with the Department.
Coming into effect
(4) An instrument of designation referred to in subsection (3) shall not come into effect before the day it is filed with the Department.
Continued force and effect
(5) An instrument made in compliance with a corporation’s by-laws and filed under subsection (3) continues in full force and effect notwithstanding the incapacity or death of the office holder.
Letters patent to existing corporation
157.7 Any existing corporation sole created by or under any Act of the Parliament of Canada, for any of the purposes or objects set forth in section 157.4, may apply for the issue of letters patent creating it a corporation under this Part, and upon the issue of such letters patent the provisions of this Part and those provisions of Part I, enumerated in section 157.8, apply to the corporation created thereby.
Sections of Part I applicable
157.8 (1) The following provisions of Part I apply, with such modifications as the circumstances require, to corporations to which this Part applies, namely:
(a) sections 3 and 4, section 5.6, section 6, sections 9 to 12 and section 15;
(b) section 16 (except paragraph (1)(r) thereof) and subsections 20(1), (3), (4) and (5);
(c) sections 21 to 24, subsection 25(2), paragraph 25(3)(b), sections 27 to 33, sections 65 to 73, sections 93, 98, 99, 102 and 106;
(d) paragraphs 109(1) (a) to (d); and
(e) sections 112 and 113, sections 114.2 to 117, sections 130 to 133 and sections 138 to 152.
Interpretation
(2) In construing the sections of Part I made applicable to corporations under this Part,
“the company” or “a company” « la compagnie » ou « une compagnie »
(a) “the company” or “a company” means a corporation sole to which this Part applies;
“director”, “officer” or “shareholder” « administrateur », « fonctionnaire » ou « actionnaire »
(b) “director”, “officer” or “shareholder” means the office holder or administrator of a corporation sole to which this Part applies, acting alone.
Sections of Canada Business Corporations Act applicable
157.9 (1) Sections 229 to 234, 236 to 240 and 242 of the Canada Business Corporations Act apply, with such modifications as the circumstances require, in respect of corporations sole to which this Part applies.
Interpretation
(2) In construing the sections of the Canada Business Corporations Act made applicable to corporations sole under this Part, “security holder”, or “registered holder or beneficial owner” in relation to a security, means the office holder or administrator of a corporation sole to which this Part applies, acting alone.
Powers of Director
(3) A Director or Deputy Director appointed under section 260 of the Canada Business Corporations Act may, for the purpose of giving effect to this section with respect to the application of sections 229 to 234, 236 to 240 and 242 of that Act, exercise the powers and perform the functions and duties of the Director under those sections.
Meetings
157.91 An office holder or administrator of a corporation sole who, acting alone in the relevant capacity, signs a written instrument and records it as a minute in the appropriate records, is deemed to hold a meeting of directors or shareholders.
Published under authority of the Senate of Canada



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