Bill C-4 · 40th Parliament · Stephen Harper
Canada Not-for-profit Corporations Act
An Act respecting not-for-profit corporations and certain other corporations
Government bill. Became law.
- IntroducedJan. 28, 2009
- Debated in principleFeb. 12, 2009
- Studied by a committeeDone
- Passed its first chamberMay 5, 2009
- Passed the second chamberJune 22, 2009
- Became lawJune 23, 2009
Leading supporters
Ranked by the part each played: who is responsible for the bill, who carried it, and who spoke for it most.
- Stephen HarperPrime Minister
- Donald H. OliverSenate · Sponsor in the Senate
- Robert BouchardNotes common desire across parties to modernize and expects Bill C-4 to pass.
- Marc GarneauPresents the bill positively as fulfilling a long-standing Liberal goal to modernize not-for-profit governance rules.
- Guy AndréStates the Bloc is in favour of the bill to update the outdated act.
- Serge CardinDeclares the Bloc Québécois is in favour of the bill in principle as a needed modernization.
- Robert VincentHe states the bill helps the voluntary sector with new protections for directors and better transparency for members.
- Diane BourgeoisStates the Bloc will vote in favour of the principle of the bill, describing it as a good update on the surface.
Who carries this bill
Arrows run from the person responsible to those who answer to them on this bill. The critic leads the Senate’s scrutiny and answers to no one on it.
What it set out to do
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…
Summary by the Library of Parliament.
Where members stand
What the Senate tried to change
- removes provisionsPierrette Ringuetteremove paragraph 180(1)(b) to allow certified general accountants to perform public audits for not-for-profit corporations in OntarioVoted down · June 22, 2009 · Senate record
How it changed on the way
73% of the text as introduced was changed or removed by the time it became law (59,522 words introduced, 55,412 passed). A committee amended it.
substantial changeintent mostly kept
The core governance rules for not-for-profit corporations stayed intact, but every section number from Part 6 onward was reduced by one. The bill also gained its final chapter number, assent date, and minor formatting updates before royal assent.
- Section numbers in Part 6 and later parts were shifted down by one.
Before: “PART 6 DEBT OBLIGATIONS, CERTIFICATES, REGISTERS AND TRANSFERS INTERPRETATION 38. Definitions”
After: “PART 6 DEBT OBLIGATIONS, CERTIFICATES, REGISTERS AND TRANSFERS INTERPRETATION 37. Definitions”
- The bill header was updated from first-reading version to final statute.
Before: “C-4 Second Session, Fortieth Parliament, 57 Elizabeth II, 2009 HOUSE OF COMMONS OF CANADA BILL C-4 An Act respecting not-for-profit corporations and certain other corporations FIRST READING, JANUARY 28, 2009”
After: “Second Session, Fortieth Parliament, 57-58 Elizabeth II, 2009 STATUTES OF CANADA 2009 CHAPTER 23 An Act respecting not-for-profit corporations and certain other corporations ASSENTED TO 23rd JUNE, 2009 BILL C-4”
How precisely it is written
mostly preciseChallenging the law: HardDisputing a charge: Moderate
The Act relies on dozens of defined terms and numeric thresholds such as two-thirds majorities to create clear rules for incorporation, records, debt transfers and voting. A few provisions still use subjective phrases that require judgment calls by the Director or courts.
Open to argument
“oppressive or unfairly prejudicial to or unfairly disregards the interests”
Uses open-ended standards without further definition, inviting argument over application.“on any terms that the Director thinks fit”
Grants the Director unstructured discretion over access refusals.“reasonably believes that allowing the access or furnishing the information would be detrimental”
Subjective belief test rather than an objective factual trigger.
Clear-cut
“a majority of not less than two thirds of the votes cast on that resolution”
Numeric voting threshold leaves no room for interpretation.“A corporation shall not carry on any activities or exercise any power in a manner contrary to its articles”
Clear prohibition tied to the articles rather than a general standard.
Discretion. The Director is given power to set terms and decide detriment in record-access cases, and regulations may prescribe names and forms.
Challenging the law itself. Corporate-law provisions rarely engage Charter rights directly and the defined terms reduce vagueness arguments.
Disputing a charge under it. Most breaches turn on concrete records or voting numbers, but the oppression and Director-detriment clauses allow factual disputes.
Read by a language model from the royal assent text; every quoted phrase appears in the bill. A reading of the drafting, not legal advice.
Did it work?
effective
The 2021 statutory review by Innovation, Science and Economic Development Canada found that the Canada Not-for-profit Corporations Act remains a modern, flexible framework meeting its objectives of promoting accountability, transparency, and good governance for federally incorporated not-for-profits, with stakeholders praising the streamlined incorporation and support from Corporations Canada. Targeted amendments were recommended for greater flexibility on issues like audits and virtual meetings, but no fundamental failures were identified.
- Statutory review of the Canada Not-for-profit Corporations Act Minister's Report October 2021reviewAfter a decade in force, the Act continues to meet its objectives as a sound, flexible statutory vehicle, though stakeholders identified needs for targeted amendments to reduce administrative burdens.
- Modernizing Non-Profit Law in Canada, McGill Law Journal (2023)studyFederal reforms under the CNCA modernized non-profit law with a focus on accountability, though jurisdictional inconsistencies across Canada raise fairness concerns for organizations.
Who lobbied on it
No lobbying registration naming this bill is loaded.
Stages and dates from LEGISinfo.