Exemption to restrict access to corporate documents

Purpose

This policy sets out information about applying to the Director appointed under the Canada Not-for-profit Corporations Act (NFP Act) to restrict access to a corporation's documents. This policy will help you determine:

  • what corporate documents a corporation is required to keep and who has access to what; and
  • whether you, as a member, or your corporation should apply to restrict access.

For the purpose of this policy, "corporate documents" means a corporation's corporate records as well as various other documents related to the affairs of a corporation (e.g., a list of members or debt obligations holders required to be produced by subsections 22(4) or 23(2) of the NFP Act). The table below includes the main corporate documents covered by this exemption.

Note

This document is intended to provide information and set out guidelines. It is not intended to be a binding statement of the decision that will be made in any particular case, especially if the decision would be incompatible with the interests of the public generally. It is also not intended to replace legal advice. You may wish to consult a lawyer or other professional advisor to ensure that your specific needs are taken into consideration when making an application.

Effective date

September 11, 2013

Overview

Summary of the main corporate documents
Corporate Documents Who has access to it
Articles , by-laws and unanimous member agreements
  • member of the corporation;
  • member's personal representative;
  • creditor of the corporation; and
  • director of the corporation.
Minutes of Meetings of Members
  • member of the corporation;
  • member's personal representative;
  • creditor of the corporation; and
  • director of the corporation.
Resolutions of Members
  • member of the corporation;
  • member's personal representative;
  • creditor of the corporation; and
  • director of the corporation.
Register of Debt Obligations
  • name, address and emailFootnote 1 of each debt obligation holder;
  • date on which that person became a debt obligation holder and the date on which that person ceased to be a debt obligation holder; and
  • amount of each of the outstanding debt obligations of each debt obligation holder.
  • member of the corporation;
  • member's personal representative;
  • creditor of the corporation; and
  • director of the corporation.
Register of Directors
  • name, address and emailFootnote 1 of each director; and
  • date on which that person became a director and the date on which that person ceased to be a director.
  • member of the corporation;
  • member's personal representative;
  • creditor of the corporation; and
  • director of the corporation.
Register of Officers
  • name, address and emailFootnote 1 of each officer; and
  • date on which that person became an officer and the date on which that person ceased to be an officer.
  • member of the corporation;
  • member's personal representative;
  • creditor of the corporation; and
  • director of the corporation.
Register of Members
  • name, address and emailFootnote 1 of each member;
  • date on which that person became a member and the date on which that person ceased to be a member; and
  • class or group of membership of each member.
  • member of the corporation;
  • member's personal representative;
  • director of the corporation.
List of Debt Obligations Holders
  • name and address of the registered debt obligation holder; and
  • amount of outstanding debt obligations for each listed debt obligation holder.
  • member of the corporation;
  • member's personal representative;
  • creditor of the corporation.
List of Members
  • name and address of the member; and
  • class or group of membership of each listed member.
  • member of the corporation;
  • member's personal representative; and
  • debt obligation holder (in certain cases).
Other Corporate Documents
  • accounting records;
  • minutes of meetings of the directors; and
  • resolutions of directors.
  • director of the corporation; and
  • member of the corporation (in certain cases).

It should be noted that some of the corporate documents listed above are called "registers" while others "lists". A "register" is an ongoing record that needs to be kept by the corporation. A "list" is created upon request and its information is drawn from its corresponding "register" on a specific date. As indicated in the chart above, the information contained in a "list" is limited compared to that of its corresponding record.

For more details about these corporate documents and how someone can access them, refer to Part 4 of the NFP Act and the corresponding sections in the Canada Not-for-profit Corporations Regulations.

Access to the corporate documents listed above is important because it enables certain individuals to make informed decisions about a specific corporation based on that information. For example, a member could access a corporate document of a corporation to contact other members about an upcoming vote or to requisition a meeting of members.

Considering whether to make an application

Why would a corporation or a member apply for an exemption to restrict access to corporate documents?

A corporation or a member may consider applying for this exemption when access to that record would be detrimental to a member or to the corporation if access to certain information was allowed.

When can a corporation or a member apply?

An application may be made at any timeFootnote 2.

How long will the exemption be effective?

The exemption can either be effective for a specific period of time or for the remainder of the corporation's lifetime. It takes effect as of the date that appears on the exemption of the Director.

Can anyone get a copy of an application for this exemption?

Yes, any person who pays the required fee is entitled to examine and make copies of any application made to the Director.

If you make an application to the Director, you are giving information required by the NFP Act. Both the NFP Act and the Privacy Act allow this information to be disclosed to the public.

However, the Director has the authority, with the consent of the applicant or their representative, to not disclose some information when there is a serious possibility that an individual could be identified through the use of that information. Anyone applying for this exemption may wish to include in their application their consent to permit the Director appointed under the NFP Act to not disclose certain information from their application as needed to safeguard information.

Can anyone get a copy of the exemption made by the director appointed under the NFP Act if it is granted?

Yes, any person who pays the required fee is entitled to examine and make copies of an exemption granted by the Director. However, a member or corporation applying for this exemption may request that certain information not be disclosed from the exemption granted by the Director when there is a serious possibility that an individual, who is the subject of the exemption, could be identified through the use of that information.

Director's review

Test to be applied by the director appointed under the NFP Act

To grant this exemption, the Director must reasonably believe that allowing access would be detrimental to a member or the corporation.

Consequently, the question the Director will ask in assessing an application is:

Would allowing access be detrimental to a member or the corporation?

The Director will weigh the arguments in an application for this exemption against the reasons for the accessibility of information, such as the right for certain individuals to make informed decisions about a specific corporation based on that information.

What information must be included in an application?

An application must clearly set out:

  • what corporation the application is regarding;
  • what corporate documents (partially or in full) you want to restrict access to; and
  • what the detriment would be, and to whom, should access be allowed.

All applications will be reviewed on a case-by-case basis.

Additional information about decisions made by the Director appointed under the NFP Act.

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