Non-profit Corporations Regulations, 2022, SR 92/2022
This part sets filing and registry rules for non-profit corporations, including how notices and documents must be submitted and what the Registrar can require.
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This part sets filing and registry rules for non-profit corporations, including how notices and documents must be submitted and what the Registrar can require. This part sets rules for continuance applications, corporate names, financial reporting, notices, document retention, repeal, and commencement.
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Provisions of Non-profit Corporations Regulations, 2022, SR 92/2022
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Non-profit Corporations Regulations, 2022, SR 92/2022 — segment 1
AI-assisted research summary: This part sets filing and registry rules for non-profit corporations, including how notices and documents must be submitted and what the Registrar can require.
1 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 The Non-profit Corporations Regulations, 2022 being Saskatchewan Regulations 92/2022 (effective March 12, 2023). NOTE: This consolidation is not official. Amendments have been incorporated for convenience of reference and the original statutes and regulations should be consulted for all purposes of interpretation and application of the law. In order to preserve the integrity of the original statutes and regulations, errors that may have appeared are reproduced in this consolidation. 2 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 Table of Contents PART 1 PART 3 Preliminary Matters Corporate Names 1-1 Title 3-1 Corporate names 1-2 Definitions 3-2 Confusing names 3-3 Considerations respecting names PART 2 Corporate Registry Notices and Documents 3-4 Effect of certain changes in name 2-1 General rules re notices and documents 3-5 Similar distinctive elements permitted 2-2 Content of forms 3-6 Family names 2-3 Articles of incorporation 3-7 Language of names 2-4 Initial notice of registered office 3-8 Characters in names 2-5 Notice of change of registered office 3-9 Names in English and French form 2-6 Articles of amendment 3-10 Consents to be submitted 2-7 Initial notice of directors and officers 3-11 Costs of name change 2-8 Notice of change of directors and officers PART 4 2-9 Articles of amalgamation Financial Statements, Audits and Reviews 2-10 Articles of continuance for extraprovincial 4-1 Financial statements corporation 4-2 Contents of financial review report or audit report 2-11 Articles of continuance for Saskatchewan 4-3 Dispensing with auditor – charitable corporation body corporate PART 5 2-12 Articles of reorganization General 2-13 Articles of arrangement 5-1 Maximum fee for security certificate 2-14 Articles of revival 5-2 Electronic signature re security certificate 2-15 Articles of dissolution 5-3 Notice re amalgamation 2-16 Statement of intent to dissolve 5-4 Notices re liquidation and dissolution 2-17 Application for registration of an 5-5 Application to court re oppression extraprovincial corporation 5-6 Notice and documents sent by Registrar 2-18 Power of attorney 5-7 Service on Registrar 2-19 Application to restore name to Corporate Registry 5-8 Notice published by Registrar 2-20 Annual return 5-9 Retention of documents 2-21 Request for name availability 2-22 Application for authorization to continue PART 6 in another jurisdiction Repeal and Coming into Force 6-1 RRS c N-4.2 Reg 1 repealed 6-2 Coming into force 3 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 SASKATCHEWAN REGULATIONS 92/2022 The Non‑profit Corporations Act, 2022 PART 1 Preliminary Matters Title 1‑1 These regulations may be cited as The Non‑profit Corporations Regulations, 2022. Definitions 1‑2 In these regulations: “Act” means The Non‑profit Corporations Act, 2022; (« Loi ») “business entity” has the same meaning as in section 2-10 of the Act; (« entité commerciale ») “home jurisdiction”, with respect to an extraprovincial corporation, means the jurisdiction in which the extraprovincial corporation is incorporated, continued or amalgamated. (« territoire d’attache ») 16 Dec 2022 SR 92/2022 s1-2. PART 2 Corporate Registry Notices and Documents General rules re notices and documents 2‑1(1) If a person is required to provide 2 or more notices or other documents to the Registrar at the same time in accordance with the Act and these regulations, the Registrar may require the prescribed contents of the notices or other documents to be provided within a single, consolidated form. (2) A requirement to provide information in a notice or other document in accordance with these regulations, other than a signature or statement by the individual submitting the notice or document, is satisfied by providing the information as an attachment to the notice or document in a manner that is satisfactory to the Registrar. (3) Any notice or other document required by the Act or these regulations to be provided to the Registrar must contain a statement that, if a corporate email address is provided in the notice or other document, the Registrar may use the email address for the purpose of providing any notice or document required to be sent by the Registrar, by the Act or these regulations, except: (a) a notice of default pursuant to subsection 21-13(2) of the Act sent by the Registrar in accordance with subsection 21-13(3) of the Act; or (b) if the corporation notifies the Registrar that it wishes to receive notices and documents in a non-electronic form. 4 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 (4) Nothing in these regulations prohibits the Registrar from requiring additional information or documentation to be submitted with a notice or other document if that information or documentation is necessary to directly support any information that is required in the notice or other document in accordance with these regulations. (5) If a person intends to use a form in a printed format to submit a document but does not use a printed form that has been obtained from the Registrar, the form to be used must contain the information that these regulations require to be included in the document. (6) A notice or document required or permitted by the Act or these regulations to be filed with the Registrar must be submitted to the Registrar for filing by: (a) electronic submission through the Corporate Registry; (b) fax; or (c) mail. 16 Dec 2022 SR 92/2022 s2-1. Content of forms 2‑2 If a document mentioned in the Act or these regulations is to be completed: (a) numbers are to be in numerals and not in words; (b) an abbreviation formed by the truncation of a word is to be followed by a period; (c) an abbreviation formed by the deletion of letters from the middle of a word is not to be followed by a period; and (d) a corporate name in the document may contain letters that are not followed by a period. 16 Dec 2022 SR 92/2022 s2-2. Articles of incorporation 2‑3 For the purposes of section 2-3 of the Act, articles of incorporation must include the following: (a) if the Registrar has reserved a name for the corporation in accordance with section 2-8 of the Act: (i) the reserved name; (ii) the name reservation number; and (iii) any conditions imposed by the Registrar in the name reservation; (b) if the name of the corporation is a designating number assigned in accordance with section 2-9 of the Act: (i) one of the words or abbreviations required pursuant to subsection 2-7(1) of the Act; and (ii) a description of the main activity of the corporation; 5 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 (c) the proposed incorporation date, if a specified future date is requested as the date of incorporation; (d) the fiscal year end of the corporation; (e) the classes of membership interest, including the name of each class, and: (i) if there are 2 or more classes of membership interest, the rights, privileges, restrictions and conditions attaching to the membership interest of each class; and (ii) if a class of membership interest may be issued in subdivisions, the authority given to the directors to determine the designation of and the rights, privileges, restrictions and conditions attaching to the membership interest of each subdivision; (f) if a right to transfer a membership interest of a corporation is to be permitted, a statement that the right to transfer a membership interest is permitted and the conditions relating to that transfer; (g) one of the following: (i) the number of directors of the corporation; (ii) the minimum and maximum number of directors of the corporation; (h) an indication that the corporation is one of the following: (i) a membership corporation; (ii) a charitable corporation; (i) any restrictions on the following: (i) the activities that the corporation may carry on; (ii) the powers that the corporation may exercise; (j) if the corporation is a membership corporation, an indication as to whether any remaining property of the corporation on liquidation or dissolution is to be transferred in accordance with subsection 16-19(3) of the Act; (k) if the corporation is a charitable corporation, an indication as to whether any remaining property of the corporation on liquidation or dissolution is to be transferred in accordance with subsection 16-19(5) of the Act and, if that is the case, which of the following is to receive a transfer: (i) a charitable corporation; (ii) a registered charity within the meaning of the Income Tax Act (Canada); (iii) a municipality; (iv) the Government of Canada or a government of any province or territory of Canada or an agency of any of those governments; (v) a combination of the bodies described in subclauses (i) to (iv); 6 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 (l) an initial notice of registered office in accordance with section 2‑4; (m) an initial notice of directors and officers in accordance with section 2‑7; (n) if the incorporator is an individual, the name and address of the individual; (o) if the incorporator is a body corporate: (i) the name and address of the body corporate; and (ii) the number assigned to the body corporate by the Registrar, if the body corporate is registered in Saskatchewan; (p) the name and contact information of the individual submitting the articles of incorporation; (q) a statement by the individual submitting the articles of incorporation that the contents of the articles of incorporation are true and that: (i) the individual is the incorporator; or (ii) the individual is authorized by the incorporator to file the articles of incorporation with the Registrar; (r) the signature of the individual submitting the articles of incorporation. 16 Dec 2022 SR 92/2022 s2-3. Initial notice of registered office 2‑4 For the purposes of subsection 4-1(3) of the Act, an initial notice of registered office must include the following: (a) the physical address of the registered office, consisting of one of the following: (i) the street address of the registered office, if any; (ii) if there is no street address, a legal land description of the land on which the registered office is located, including the rural municipality name and number; (b) the mailing address of the registered office, if different from the physical address; (c) subject to subsection 2-1(3), the email address of the corporation, if any; (d) the name and contact information of the individual submitting the initial notice of registered office; (e) a statement by the individual submitting the initial notice of registered office that: (i) the contents of the initial notice of registered office are true; and (ii) the individual has authority to file the initial notice of registered office with the Registrar; (f) the signature of the individual submitting the initial notice of registered office. 16 Dec 2022 SR 92/2022 s2-4. 7 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 Notice of change of registered office 2‑5(1) For the purposes of subsection 4-1(5) of the Act, a notice of change of registered office must include the following: (a) the name of the corporation; (b) the number assigned to the corporation by the Registrar; (c) the updated physical address of the registered office, consisting of: (i) the updated street address of the registered office, if any; or (ii) if there is no street address, an updated legal land description of the land on which the registered office is located, including the rural municipality name and number; (d) the updated mailing address of the registered office, if different from the updated physical address; (e) the date on which the change of registered office becomes effective; (f) subject to subsection 2-1(3), the email address of the corporation, if any; (g) the name and contact information of the individual submitting the notice of change of registered office; (h) a statement by the individual submitting the notice of change of registered office that: (i) the contents of the notice of change of registered office are true; and (ii) the individual has authority to file the notice of change of registered office with the Registrar; (i) the signature of the individual submitting the notice of change of registered office. (2) Notwithstanding subsection (1), if a notice of change of registered office is made with respect to a resignation of a registered office pursuant to subsection 4‑1(6) of the Act, a notice of change of registered office must include the following: (a) the name of the corporation; (b) the number assigned to the corporation by the Registrar; (c) the date of the notice given in accordance with subsection 4-1(6) of the Act; (d) an attached copy of the notice mentioned in clause (c); (e) the information required by clauses (1)(g) to (i). 16 Dec 2022 SR 92/2022 s2-5. Articles of amendment 2‑6(1) For the purposes of section 14-5 of the Act, articles of amendment must include the following: (a) the name of the corporation; (b) the number assigned to the corporation by the Registrar; 8 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 (c) if the name of the corporation is being changed to a name that has been reserved in accordance with section 2-8 of the Act: (i) the reserved name; (ii) the name reservation number; and (iii) any conditions imposed by the Registrar in the name reservation; (d) if the name of the corporation is being changed to a designating number assigned in accordance with section 2-9 of the Act: (i) one of the words or abbreviations required pursuant to subsection 2-7(1) of the Act; and (ii) a description of the main activity of the corporation; (e) the new mailing name of the corporation, if applicable; (f) the information required in clauses 2-3(e) to (k), as amended by the articles of amendment; (g) if a charitable corporation is amending its articles to become a membership corporation, confirmation that the corporation: (i) was defined as a charitable corporation by reason only of the fact that it was designated as a charitable corporation in its articles in error; (ii) carries on activities primarily for the benefit of its members; (iii) does not solicit and has not solicited donations or gifts of money or property from the public in any fiscal year of the corporation that is in excess of 10% of the corporation’s total income for that fiscal year; (iv) does not receive and has not received any grant of money or property from a government or government agency in any fiscal year of the corporation that is in excess of 10% of the corporation’s total income for that fiscal year; and (v) is not a registered charity within the meaning of the Income Tax Act (Canada); (h) the proposed date on which the articles of amendment become effective, if a specified future date is requested; (i) the name and contact information of the individual submitting the articles of amendment; (j) a statement by the individual submitting the articles of amendment that: (i) the contents of the articles of amendment are true; and (ii) the individual has authority to file the articles of amendment with the Registrar; (k) the signature of the individual submitting the articles of amendment. 16 Dec 2022 SR 92/2022 s2-6. 9 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 Initial notice of directors and officers 2‑7 For the purposes of section 9-6 of the Act, an initial notice of directors and officers must include the following: (a) for each director or officer of the corporation: (i) the full name of the director or officer; (ii) the physical address of the director or officer; (iii) the mailing address of the director or officer, if different from the physical address; (iv) the email address, if any, of the director or officer; and (v) in the case of an officer, the name or title of the office held by the officer; (b) the name and contact information of the individual submitting the initial notice of directors and officers; (c) a statement by the individual submitting the initial notice of directors and officers that: (i) the contents of the initial notice of directors and officers are true; and (ii) the individual has authority to file the initial notice of directors and officers with the Registrar; (d) the signature of the individual submitting the initial notice of directors and officers. 16 Dec 2022 SR 92/2022 s2-7. Notice of change of directors and officers 2‑8(1) For the purposes of section 9-13 of the Act, a notice of change of directors and officers must include the following: (a) the name of the corporation; (b) the number assigned to the corporation by the Registrar; (c) with respect to any change made regarding the corporation’s directors or officers, or the name or address of a director or officer, the information required by subsection (2) or (3); (d) the name and contact information of the individual submitting the notice of change of directors and officers; (e) a statement by the individual submitting the notice of change of directors and officers that: (i) the contents of the notice of change of directors and officers are true; and (ii) the individual has authority to file the notice of change of directors and officers with the Registrar; (f) the signature of the individual submitting the notice of change of directors and officers. 10 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 (2) For each director or officer who is added or with respect to whom a change is made, a notice of change of directors and officers must include the following: (a) the full name of the director or officer; (b) if applicable: (i) confirmation that the director or officer is added as a director or officer of the corporation; (ii) confirmation that there has been a change to the name of the director or officer or to any of the information mentioned in subclauses (iii) to (v); (iii) the physical address of the director or officer; (iv) the mailing address of the director or officer, if different from the physical address; (v) the email address of the director or officer, if any; (c) the date on which the addition or change becomes effective; (d) in the case of an officer mentioned in subclause (b)(i), the name or title of the office held by the officer. (3) For each director or officer who is removed or who resigns, a notice of change of directors and officers must include the following: (a) the full name of the director or officer; (b) confirmation that: (i) the director or officer is removed as a director or officer of the corporation; or (ii) the director or officer has resigned as a director or officer of the corporation; (c) in the case of a director who has resigned pursuant to clause 9-8(1)(a) of the Act, a copy of the written resignation; (d) in the case of a director who is providing a notice pursuant to subsection 9‑8(3) of the Act, a signed affidavit of the director verifying that the appointment or election of the director did not comply with the requirements of subsection 9-6(9) of the Act; (e) in the case of an officer who is providing a notice pursuant to subsection 9‑21(4) of the Act, a signed affidavit of the officer verifying that: (i) the individual did not consent to hold office; or (ii) the individual was otherwise wrongfully appointed as an officer; (f) the date on which the removal or resignation becomes effective. 16 Dec 2022 SR 92/2022 s2-8. 11 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 Articles of amalgamation 2‑9 For the purposes of section 14-12 of the Act, articles of amalgamation must include the following: (a) for each of the amalgamating corporations: (i) the name of the corporation; and (ii) the number assigned to the corporation by the Registrar; (b) confirmation that the amalgamation has been approved pursuant to section 14-10 or subsection 14-11(1) or (2) of the Act; (c) confirmation that a statutory declaration of a director or officer of each amalgamating corporation in accordance with subsection 14-12(2) of the Act has been attached; (d) if the name of the amalgamated corporation has been reserved in accordance with section 2-8 of the Act: (i) the reserved name; (ii) the name reservation number; and (iii) any conditions imposed by the Registrar in the name reservation; (e) if the name of the amalgamated corporation is a designating number assigned in accordance with section 2-9 of the Act: (i) one of the words or abbreviations required pursuant to subsection 2-7(1) of the Act; and (ii) a description of the main activity of the amalgamated corporation; (f) if the name of the amalgamated corporation is to be the name of one of the amalgamating corporations, confirmation of that fact and a description of the main activity of the amalgamated corporation; (g) if the amalgamated corporation is to adopt the articles of incorporation of one of the amalgamating corporations that are current as of the date of amalgamation, confirmation of that fact; (h) the proposed amalgamation date, if a specified future date is requested as the date of amalgamation; (i) with respect to the amalgamated corporation, the information required in clauses 2-3(d) to (k); (j) an initial notice of registered office in accordance with section 2‑4; (k) an initial notice of directors and officers in accordance with section 2‑7; (l) the name and contact information of the individual submitting the articles of amalgamation; 12 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 (m) a statement by the individual submitting the articles of amalgamation that: (i) the contents of the articles of amalgamation are true; and (ii) the individual has authority to file the articles of amalgamation with the Registrar; (n) the signature of the individual submitting the articles of amalgamation. 16 Dec 2022 SR 92/2022 s2-9. Articles of continuance for extraprovincial corporation 2‑10 For the purposes of section 14-15 of the Act, articles of continuance for an extraprovincial corporation must include the following: (a) if the name of the extraprovincial corporation has been reserved in accordance with section 2-8 of the Act: (i) the reserved name; (ii) the name reservation number; and (iii) any conditions imposed by the Registrar in the name reservation; (b) if the name of the extraprovincial corporation is a designating number assigned in accordance with section 2-9 of the Act: (i) one of the words or abbreviations required pursuant to subsection 2-7(1) of the Act; and (ii) a description of the main activity of the extraprovincial corporation; (c) if the extraprovincial corporation was previously registered in Saskatchewan, the number assigned to the extraprovincial corporation by the Registrar; (d) if the extraprovincial corporation was not previously registered in Saskatchewan: (i) the name of the extraprovincial corporation in its home jurisdiction; (ii) the home jurisdiction of the extraprovincial corporation before continuance; and (iii) the date of incorporation or amalgamation of the extraprovincial corporation; (e) the information required in clauses 2-3(d) to (k); (f) an initial notice of registered office in accordance with section 2‑4; (g) an initial notice of directors and officers in accordance with section 2‑7; (h) a certificate or letter of authorization that includes the expiry date of the authorization from the extraprovincial corporation’s home jurisdiction; 13 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 (i) the proposed date on which the certificate of continuance becomes effective, if a specified future date is requested; (j) the name and contact information of the individual submitting the articles of continuance; (k) a statement by the individual submitting the articles of continuance that: (i) the contents of the articles of continuance are true; and (ii) the individual has authority to file the articles of continuance with the Registrar; (l) the signature of the individual submitting the articles of continuance. 16 Dec 2022 SR 92/2022 s2-10. Articles of continuance for Saskatchewan body corporate 2‑11 For the purposes of section 14-16 of the Act, articles of continuance for a Saskatchewan body corporate must include the following: (a) if the name of the body corporate has been reserved in accordance with section 2-8 of the Act: (i) the reserved name; (ii) the name reservation number; and (iii) any conditions imposed by the Registrar in the name reservation; (b) if the name of the body corporate is a designating number assigned in accordance with section 2-9 of the Act: (i) one of the words or abbreviations required pursuant to subsection 2-7(1) of the Act; (ii) a description of the main activity of the body corporate; (iii) the current name of the body corporate; and (iv) the number assigned to the body corporate by the Registrar; (c) the information required in clauses 2-3(d) to (k); (d) an initial notice of registered office in accordance with section 2‑4; (e) an initial notice of directors and officers in accordance with section 2‑7; (f) an attached copy of a special resolution pursuant to subsection 14-16(9) of the Act or of any authorization required pursuant to subsection 14-16(10) of the Act, as the case may be; (g) the proposed date on which the certificate of continuance becomes effective, if a specified future date is requested; (h) the name and contact information of the individual submitting the articles of continuance; 14 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 (i) a statement by the individual submitting the articles of continuance that: (i) the contents of the articles of continuance are true; and (ii) the individual has authority to file the articles of continuance with the Registrar; (j) the signature of the individual submitting the articles of continuance. 16 Dec 2022 SR 92/2022 s2-11. Articles of reorganization 2‑12 For the purposes of section 14-24 of the Act, articles of reorganization must include the following: (a) the current name of the corporation; (b) the number assigned to the corporation by the Registrar; (c) if the name of the corporation is being changed to a name that has been reserved in accordance with section 2-8 of the Act: (i) the reserved name; (ii) the name reservation number; and (iii) any conditions imposed by the Registrar in the name reservation; (d) the new mailing name of the corporation, if applicable; (e) if the name of the corporation is a designating number assigned in accordance with section 2-9 of the Act: (i) one of the words or abbreviations required pursuant to subsection 2-7(1) of the Act; and (ii) a description of the main activity of the corporation; (f) the information required in clauses 2-3(e) to (k) of these regulations, as amended by any court order made pursuant to section 14-24 of the Act; (g) an initial notice of registered office in accordance with section 2‑4; (h) an initial notice of directors and officers in accordance with section 2‑7; (i) an attached copy of any order of the court mentioned in section 14-24 of the Act; (j) an attached copy of any plan of arrangement, if not included as part of the court order mentioned in clause (i); (k) the proposed date on which the articles of reorganization become effective, if a specified date is requested or ordered; (l) the name and contact information of the individual submitting the articles of reorganization; 15 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 (m) a statement by the individual submitting the articles of reorganization that: (i) the contents of the articles of reorganization are true; and (ii) the individual has authority to file the articles of reorganization with the Registrar; (n) the signature of the individual submitting the articles of reorganization. 16 Dec 2022 SR 92/2022 s2-12. Articles of arrangement 2‑13 For the purposes of section 14-25 of the Act, articles of arrangement must include the following: (a) the current name of the corporation; (b) the number assigned to the corporation by the Registrar; (c) an attached copy of any court order made pursuant to section 14-25 of the Act; (d) an attached copy of any plan of arrangement, if not included as part of the court order mentioned in clause (c); (e) the proposed date on which the articles of arrangement become effective, if a specified date is requested or ordered; (f) if applicable: (i) an initial notice of registered office in accordance with section 2‑4; (ii) an initial notice of directors and officers in accordance with section 2-7; (g) the name and contact information of the individual submitting the articles of arrangement; (h) a statement by the individual submitting the articles of arrangement that: (i) the contents of the articles of arrangement are true; and (ii) the individual has authority to file the articles of arrangement with the Registrar; (i) the signature of the individual submitting the articles of arrangement. 16 Dec 2022 SR 92/2022 s2-13. Articles of revival 2‑14 For the purposes of section 16-2 of the Act, articles of revival must include the following: (a) the name of the corporation; (b) the number previously assigned to the corporation by the Registrar; (c) if applicable: (i) the name reservation number; and (ii) any conditions imposed by the Registrar in the name reservation; 16 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 (d) the proposed date on which the certificate of revival becomes effective, if a specified future date is requested; (e) the fiscal year end of the corporation; (f) a description of the reason the corporation was dissolved; (g) a description of the interest of the individual submitting the articles of revival in the revival of the corporation; (h) the name and contact information of the individual submitting the articles of revival; (i) a statement by the individual submitting the articles of revival that: (i) the contents of the articles of revival are true; and (ii) the individual has authority to file the articles of revival with the Registrar; (j) the signature of the individual submitting the articles of revival. 16 Dec 2022 SR 92/2022 s2-14. Articles of dissolution 2‑15 For the purposes of sections 16-3 and 16-4 of the Act, articles of dissolution must include the following: (a) the name of the corporation; (b) the number assigned to the corporation by the Registrar; (c) the proposed date on which the dissolution becomes effective, if a specified future date is requested; (d) confirmation of one of the following: (i) the corporation has no property and no liabilities, has not issued any membership interests or other securities and is dissolved by a resolution of all of the directors pursuant to subsection 16-3(1) of the Act; (ii) the corporation has no property and no liabilities and is dissolved by a special resolution of the members of each class, whether or not they are otherwise entitled to vote, pursuant to subsection 16-3(2) of the Act; (iii) the corporation is a wholly owned subsidiary whose liabilities have been fully assumed by an affiliated corporation, the physical address of the registered office of which is located in Canada, and is dissolved by a special resolution of the members of each class, whether or not the members are otherwise entitled to vote, pursuant to subsection 16-3(3) of the Act; 17 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 (iv) the corporation has distributed its property and discharged its liabilities pursuant to a special resolution of the members of each class, whether or not they are otherwise entitled to vote, in accordance with subsection 16-3(4) of the Act; (v) the corporation has sent a statement of intent to dissolve to the Registrar pursuant to section 2-16 of these regulations, which has not been revoked, and has discharged its obligations, distributed its remaining property and has otherwise complied with subsection 16-4(7) of the Act; (e) if subclause (d)(iii) applies, confirmation that a statutory declaration of a director or officer of the affiliated corporation in accordance with subsection 16-3(3) of the Act has been attached; (f) if a corporation mentioned in subclause (d)(iv) or (v) is a charitable corporation, confirmation that the property of the corporation has been distributed in accordance with one of the following: (i) its articles; (ii) an attached court order obtained pursuant to section 16-11 of the Act; (g) the name and contact information of any person who has been granted custody of the documents and records of the corporation pursuant to section 16-20 of the Act; (h) the name and contact information of the individual submitting the articles of dissolution; (i) a statement by the individual submitting the articles of dissolution that: (i) the contents of the articles of dissolution are true; and (ii) the individual has authority to file the articles of dissolution with the Registrar; (j) the signature of the individual submitting the articles of dissolution. 16 Dec 2022 SR 92/2022 s2-15. Statement of intent to dissolve 2‑16 For the purposes of sections 16-4 and 16-5 of the Act, the form of a statement of intent to dissolve and a statement of revocation of intent to dissolve must include the following: (a) the name of the corporation; (b) the number assigned to the corporation by the Registrar; (c) confirmation that: (i) the corporation intends to liquidate and dissolve; or (ii) the corporation revokes its statement of intent to dissolve; 18 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 (d) an attached copy of the special resolution required pursuant to subsection 16-4(3) or 16-5(2) of the Act, as the case may be; (e) the name and contact information of the individual submitting the statement of intent to dissolve or the statement of revocation of intent to dissolve; (f) a statement by the individual submitting the statement of intent to dissolve or the statement of revocation of intent to dissolve that: (i) the contents of the statement of intent to dissolve or the statement of revocation of intent to dissolve are true; and (ii) the individual has authority to file the statement of intent to dissolve or the statement of revocation of intent to dissolve with the Registrar; (g) the signature of the individual submitting the statement of intent to dissolve or the statement of revocation of intent to dissolve. 16 Dec 2022 SR 92/2022 s2-16. Application for registration of an extraprovincial corporation 2‑17 For the purpose of section 20-3 of the Act, an application for registration of an extraprovincial corporation must include the following: (a) one of the following name types for the extraprovincial corporation: (i) a reserved name in accordance with section 2-8 of the Act, including: (A) the reserved name in Saskatchewan; (B) the name reservation number; and (C) any conditions imposed by the Registrar in the name reservation; (ii) a numbered name assigned to the extraprovincial corporation in its home jurisdiction, together with a description of the main activity of the corporation; (b) the home jurisdiction of the extraprovincial corporation; (c) any unique identification number or code assigned to the extraprovincial corporation in its home jurisdiction; (d) the date of incorporation or amalgamation of the extraprovincial corporation in its home jurisdiction; (e) the proposed registration date, if a specified future date is requested; (f) for each director or officer of the extraprovincial corporation: (i) the full name of the director or officer; (ii) the physical address of the director or officer; (iii) the mailing address of the director or officer, if different from the physical address; 19 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 (iv) the email address, if any, of the director or officer; (v) in the case of an officer, the name or title of the office held by the officer; and (vi) in the case of a director, the name or title of any office held by the director; (g) the physical address of the registered office in Saskatchewan or in the extraprovincial corporation’s home jurisdiction, consisting of: (i) the street address of the registered office, if any; or (ii) if there is no street address, a legal land description of the land on which the registered office is located, including the rural municipality name and number; (h) the mailing address of the registered office, if different from the physical address; (i) subject to subsection 2-1(3), the email address of the extraprovincial corporation, if any; (j) if the extraprovincial corporation was incorporated or amalgamated in its home jurisdiction more than 6 months before registering in Saskatchewan, an attached copy of a certificate of status or certificate of compliance from the home jurisdiction of the extraprovincial corporation; (k) confirmation that a necessary review of the corporate history has been conducted and the extraprovincial corporation is eligible to be registered in Saskatchewan; (l) any other material or information that the Registrar may require in accordance with subclause 20-3(2)(b)(i) of the Act; (m) the name and contact information of the individual submitting the application for registration of an extraprovincial corporation; (n) a statement by the individual submitting the application for registration of an extraprovincial corporation that the individual acknowledges that: (i) the Registrar must be notified of any change to the extraprovincial corporation’s status in its home jurisdiction; and (ii) if the extraprovincial corporation is struck off the register in its home jurisdiction, it must be restored to the register in that jurisdiction in order to continue to remain registered in Saskatchewan; (o) a statement by the individual submitting the application for registration of an extraprovincial corporation that: (i) the contents of the application for registration of an extraprovincial corporation are true; and (ii) the individual has authority to file the application for registration of an extraprovincial corporation with the Registrar; (p) the signature of the individual submitting the application for registration of an extraprovincial corporation. 16 Dec 2022 SR 92/2022 s2-17. 20 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 Power of attorney 2‑18(1) For the purposes of section 20-13 of the Act, a power of attorney must include the following: (a) the name of the extraprovincial corporation; (b) the number assigned to the extraprovincial corporation by the Registrar; (c) any unique identification number or code assigned to the extraprovincial corporation in its home jurisdiction, if applicable; (d) for each attorney appointed for the extraprovincial corporation: (i) the full name of the attorney and the name of the attorney’s firm, if applicable; (ii) the physical address of the attorney; (iii) the mailing address of the attorney, if different from the physical address; and (iv) the email address of the attorney, if any; (e) the date on which the power of attorney becomes effective, if applicable; (f) the name and contact information of the individual submitting the power of attorney; (g) a statement by the individual submitting the power of attorney that: (i) the contents of the power of attorney are true; and (ii) the individual has authority to file the power of attorney with the Registrar; (h) the signature of the individual submitting the power of attorney. (2) For each attorney who is added or with respect to whom a change is made, a notice of change of power of attorney must include the following: (a) the name of the extraprovincial corporation; (b) the number assigned to the extraprovincial corporation by the Registrar; (c) any unique identification number or code assigned to the extraprovincial corporation in its home jurisdiction, if applicable; (d) the full name of the attorney and the name of the attorney’s firm, if applicable; (e) if applicable: (i) confirmation that the person is added as an attorney for the extraprovincial corporation; (ii) confirmation that there has been a change to the attorney’s name or to any of the information mentioned in subclauses (iii) to (v); (iii) the physical address of the attorney; (iv) the mailing address of the attorney, if different from the physical address; (v) the email address of the attorney, if any; 21 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 (f) the date on which the addition or change becomes effective; (g) the name and contact information of the individual submitting the notice of change of power of attorney; (h) a statement by the individual submitting the notice of change of power of attorney that: (i) the contents of the notice of change of power of attorney are true; and (ii) the individual has authority to file the notice of change of power of attorney with the Registrar; (i) the signature of the individual submitting the notice of change of power of attorney. (3) For each attorney who is removed or who resigns, a notice of change of power of attorney must include the following: (a) the name of the extraprovincial corporation; (b) the number assigned to the extraprovincial corporation by the Registrar; (c) any unique identification number or code assigned to the extraprovincial corporation in its home jurisdiction, if applicable; (d) the full name of the attorney and the name of the attorney’s firm, if applicable; (e) confirmation that: (i) the attorney is removed as an attorney for the extraprovincial corporation; or (ii) the attorney has resigned as an attorney for the extraprovincial corporation; (f) in the case of an attorney who has resigned, a copy of the written resignation pursuant to subsection 20-13(8) of the Act; (g) the date on which the removal or resignation becomes effective; (h) the name and contact information of the individual submitting the notice of change of power of attorney; (i) a statement by the individual submitting the notice of change of power of attorney that: (i) the contents of the notice of change of power of attorney are true; and (ii) the individual has authority to file the notice of change of power of attorney with the Registrar; (j) the signature of the individual submitting the notice of change of power of attorney. 16 Dec 2022 SR 92/2022 s2-18. 22 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 Application to restore name to Corporate Registry 2‑19(1) For the purposes of subsection 21-13(5) of the Act, an application to restore the name of a corporation, other than an extraprovincial corporation, to the Corporate Registry must include the following: (a) the name of the corporation; (b) the number previously assigned to the corporation by the Registrar; (c) if applicable: (i) the name reservation number; and (ii) any conditions imposed by the Registrar in the name reservation; (d) the new fiscal year end of the corporation; (e) attached financial statements of the corporation, in accordance with section 4‑1, for each fiscal year since the last financial statement was filed with the Registrar; (f) the information required pursuant to clauses 2-20(1)(a) to (c); (g) the proposed restoration date, if a specified future date is requested as the date of restoration; (h) the name and contact information of the individual submitting the application to restore the name of a corporation to the Corporate Registry; (i) a statement by the individual submitting the application to restore the name of a corporation to the Corporate Registry that: (i) the contents of the application are true; and (ii) the individual has authority to file the application with the Registrar; (j) the signature of the individual submitting the application to restore the name of a corporation to the Corporate Registry. (2) For the purposes of subsection 21-13(5) of the Act, an application to restore the name of an extraprovincial corporation to the Corporate Registry must include the following: (a) the name of the extraprovincial corporation; (b) the number previously assigned to the extraprovincial corporation by the Registrar; (c) if applicable: (i) the name reservation number; and (ii) any conditions imposed by the Registrar in the name reservation; (d) the information required pursuant to clauses 2-20(2)(a) and (b); (e) the proposed restoration date, if a specified future date is requested as the date of restoration; (f) the name and contact information of the individual submitting the application to restore the name of an extraprovincial corporation to the Corporate Registry; 23 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 (g) a statement by the individual submitting the application to restore the name of an extraprovincial corporation to the Corporate Registry that: (i) the extraprovincial corporation is active in its home jurisdiction; (ii) the contents of the application are true; and (iii) the individual has authority to file the application with the Registrar; (h) the signature of the individual submitting the application to restore the name of an extraprovincial corporation to the Corporate Registry. 16 Dec 2022 SR 92/2022 s2-19. Annual return 2‑20(1) For the purposes of section 14-1 of the Act, an annual return for a corporation, other than an extraprovincial corporation, must include the following: (a) the number of members in each class of membership interest in the corporation; (b) confirmation of current and accurate records regarding the following: (i) the registered office of the corporation, as required by sections 2‑4 and 2-5; (ii) the directors and officers of the corporation, as required by sections 2-7 and 2-8; (iii) any power of attorney of the corporation, as required by subsection 9-5(5) of the Act; (iv) the main activity of the corporation; (c) if applicable, notice in an any form acceptable to the Registrar of any receiver, receiver-manager or liquidator of the corporation; (d) attached financial statements of the corporation, in accordance with section 4‑1, for the previous fiscal year; (e) the name and contact information of the individual submitting the annual return; (f) a statement by the individual submitting the annual return that: (i) the contents of the annual return are true; and (ii) the individual has authority to file the annual return with the Registrar; (g) the signature of the individual submitting the annual return. (2) For the purposes of section 20-17 of the Act, an annual return for an extraprovincial corporation must include the following: (a) confirmation of current and accurate records regarding the following: (i) the registered office of the extraprovincial corporation; (ii) the directors and officers of the extraprovincial corporation; 24 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 (iii) any power of attorney of the extraprovincial corporation, as required by section 2-18; (iv) the main activity of the extraprovincial corporation; (b) if applicable, notice in any form acceptable to the Registrar of any receiver, receiver-manager or liquidator of the extraprovincial corporation; (c) the name and contact information of the individual submitting the annual return; (d) a statement by the individual submitting the annual return that: (i) the extraprovincial corporation is active in its home jurisdiction; (ii) the contents of the annual return are true; and (iii) the individual has authority to file the annual return with the Registrar; (e) the signature of the individual submitting the annual return. (3) The annual return for a corporation: (a) must be sent to the Registrar not later than the date mentioned in subsection 13-4(1) of the Act; and (b) must contain the information as it existed on the date the annual return is submitted to the Corporate Registry. (4) The annual return for an extraprovincial corporation must be sent to the Registrar within the period set by the Registrar. 16 Dec 2022 SR 92/2022 s2-20. Request for name availability 2‑21 For the purposes of section 2-8 of the Act, before a name is reserved for an intended corporation or for a corporation about to change its name, the person requesting a name reservation shall: (a) request that the Registrar conduct a name search; and (b) provide the Registrar with any information in a form suitable to the Registrar that is necessary to: (i) conduct a name search; and (ii) ensure that the name meets the requirements of the Act and these regulations.
Part document.segment-2
Non-profit Corporations Regulations, 2022, SR 92/2022 — segment 2
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Non-profit Corporations Regulations, 2022, SR 92/2022 — segment 2
AI-assisted research summary: This part sets rules for continuance applications, corporate names, financial reporting, notices, document retention, repeal, and commencement.
16 Dec 2022 SR 92/2022 s2-21. Application for authorization to continue in another jurisdiction 2‑22(1) For the purposes of section 14-17 of the Act, an application for authorization to continue in another jurisdiction must be provided to the Registrar in accordance with this section. 25 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 (2) An application for authorization to continue in another jurisdiction must include the following: (a) the name of the corporation; (b) the number assigned to the corporation by the Registrar; (c) the jurisdiction in which the corporation intends to apply for continuance; (d) notification of any actions or proceedings pending against the corporation or any unsatisfied judgments or any outstanding orders against the corporation, together with any details as required by the Registrar; (e) a declaration stating that: (i) the corporation is not in default in filing any annual returns or notices pursuant to the Act; (ii) a notice of meeting of members, in accordance with subsection 14-17(3) of the Act, was sent to each member stating that a dissenting member is entitled to be paid the fair value of the member’s membership interest in accordance with section 14-19 of the Act; (iii) the members authorized the corporation to request continuance pursuant to the laws of the jurisdiction mentioned in clause (c), in accordance with subsection 14-17(5) of the Act; (iv) the proposed continuance will not adversely affect creditors or members of the corporation; (v) the corporation reasonably believes that the laws of the jurisdiction mentioned in clause (c): (A) permit a Saskatchewan corporation to apply to that jurisdiction for continuance; and (B) meet the requirements set out in subsection 14-17(10) of the Act; and (vi) in the event that any action or proceeding has been initiated against the corporation, the corporation: (A) will not raise as a defence the fact that the corporation has continued in another jurisdiction; and (B) will admit that the corporation is the same corporation against which the action or proceeding was commenced; (f) the name and contact information of the individual submitting the application for authorization to continue in another jurisdiction; (g) a statement by the individual submitting the application for authorization to continue in another jurisdiction that: (i) the contents of the application are true; and (ii) the individual has authority to file the application with the Registrar; 26 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 (h) the signature of the individual submitting the application for authorization to continue in another jurisdiction. (3) If a corporation incorporated or continued pursuant to the Act is continued pursuant to the laws of another jurisdiction: (a) the corporation is deemed to be registered as an extraprovincial corporation for a period of 60 days after the date of its continuance pursuant to the laws of that other jurisdiction; and (b) unless the extraprovincial corporation submits to the Registrar a completed power of attorney in accordance with section 2-18, the Registrar shall, on the expiration of the 60-day period mentioned in clause (a), strike the name of the extraprovincial corporation from the Corporate Registry. 16 Dec 2022 SR 92/2022 s2-22. PART 3 Corporate Names Corporate names 3‑1(1) The name of a corporation incorporated pursuant to the Act must not consist entirely of general words, and any general words are to be prefixed by a distinctive word or initials unless the name has become established by a long and continuous prior use. (2) The Registrar may consider a name as a whole and not only as its separate elements in determining whether or not to approve the name. 16 Dec 2022 SR 92/2022 s3-1. Confusing names 3‑2 A name is not to be prohibited by the Registrar for the reason that it is likely to be confused with the name of a business entity if the corporate name sets out the year of the incorporation in numerals and in parentheses immediately before the word “Limited”, “limitée”, “Incorporated”, “incorporée” or “Corporation”, before the abbreviation of that word or before any other word that the Registrar may approve. 16 Dec 2022 SR 92/2022 s3-2. Considerations respecting names 3‑3 In determining whether a name contravenes the Act or these regulations, the Registrar may, without limitation, consider the following: (a) the distinctiveness of the whole or any element of any name or trademark and the extent to which a name or trademark has become known; (b) the length of time that a name or trademark has been used; (c) the nature of the goods or services associated with a trademark or the nature of the business or activities carried on under or associated with a name, and the likelihood of any competition among businesses using that trademark or name; 27 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 (d) the nature of the trade with which a trademark or name is associated, including the nature of its goods or services and the means by which they are offered or distributed; (e) the degree of similarity between the name and any trademark or name in appearance or sound or in the ideas suggested by them. 16 Dec 2022 SR 92/2022 s3-3. Effect of certain changes in name 3‑4 A name is considered identical or similar to the name of a business entity if the only difference from the name of the business entity is the addition or deletion of punctuation marks or spaces. 16 Dec 2022 SR 92/2022 s3-4. Similar distinctive elements permitted 3‑5 A name that contains a word that is the same as or similar to the distinctive element of a trademark or name of another business entity is not prohibited for that reason alone if: (a) the business entity or registrant of a trademark consents to the use of the name; and (b) the name contains additional words or expressions to differentiate it from the business entity and other users of the trademark or name. 16 Dec 2022 SR 92/2022 s3-5. Family names 3‑6(1) A name is prohibited if an element of the name is the family name of an individual, whether or not preceded by the individual’s given name or initials, unless: (a) the individual or the individual’s heir or personal representative consents in writing to the use of the individual’s name; and (b) the individual has or had a material interest in the corporation. (2) Subsection (1) does not apply if the proposed name will be used by the successor or affiliate of an individual other than an individual that has a family name as an element of its name if: (a) the person that has the family name as an element of its name consents in writing to the use of the name; and (b) the proposed name does not contravene clause 2-10(2)(b) of the Act. 16 Dec 2022 SR 92/2022 s3-6. 28 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 Language of names 3‑7 For the purposes of subsection 2-7(3) of the Act, a corporation may set out its name in its articles in a form that includes words in Michif, Lakota, Nakota, Dakota or Saulteaux. 16 Dec 2022 SR 92/2022 s3-7. Characters in names 3‑8(1) The first character of a name of a corporation must be: (a) an Arabic numeral; (b) a letter of the Roman alphabet; or (c) if applicable, a character mentioned in subsection (2). (2) A name that includes words in Cree, Dené, Michif, Lakota, Nakota, Dakota or Saulteaux may use the following characters: Ā Á À Ą Ą́ Â Å Ē É È Ę Ę́ Ê Ë Ī Í Ì Į Į́ Î Ï Ō Ó Ò Ǫ Ǫ́ Ô Ö Ú Ù Ų Ų́ Û Ü Ɂ Ł Ç C̀ C̄ Č Ǧ Ġ Ȟ Š S̀ Ž Ŋ (3) A name must not consist primarily or only of a combination of punctuation marks or other marks that are permitted pursuant to subsection (4). (4) The following punctuation marks and other marks are the only marks permitted as part of the name of a corporation: ! “ ‘ $ % & ( ) * + , - . / : ; = # < > ? [ ] \ ^. (5) A name must not exceed 120 characters in length. (6) A name must be set out in block capitals in articles filed with the Registrar. 16 Dec 2022 SR 92/2022 s3-8. Names in English and French form 3‑9(1) Subject to subsection (2), if a name is set out in the articles in both an English and a French form or in a combined English and French form, the French form or the French portion of a combined form must be a direct translation of the English form or the English portion of the name of the corporation. (2) Changes may be made in the translation of a name if they are necessary to ensure that the translated name is idiomatically correct. 16 Dec 2022 SR 92/2022 s3-9. 29 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 Consents to be submitted 3‑10(1) The Registrar may request any consent, undertaking or acknowledgement that the Registrar considers necessary with respect to a name reservation or any other application pursuant to the Act or these regulations respecting a name. (2) If any of the following documents are submitted, they must be accompanied by any consent, undertaking or acknowledgment required by the Act, these regulations or the Registrar: (a) articles containing a proposed name; (b) applications for registration; (c) articles of amendment containing a proposed amended name; (d) applications for change of name; (e) articles of revival; (f) applications to restore the name to the Corporate Registry. 16 Dec 2022 SR 92/2022 s3-10. Costs of name change 3‑11(1) Compensation is not payable pursuant to section 2-12 of the Act if a consent to use a name was provided in accordance with clause 2-10(2)(c) or (e) of the Act, but that consent was subsequently withdrawn. (2) Nothing in this section is to be construed as limiting in any way the Registrar’s discretion with respect to the payment of compensation pursuant to section 2-12 of the Act. 16 Dec 2022 SR 92/2022 s3-11. PART 4 Financial Statements, Audits and Reviews Financial statements 4‑1(1) The financial statements mentioned in clause 13‑1(1)(a) of the Act must include: (a) a statement of the assets and liabilities of the corporation in the form of a balance sheet; and (b) a statement of the revenue and expenditures of the corporation. (2) Unless the Act or another provision of these regulations provides otherwise, the financial statements mentioned in clause 13‑1(1)(a) of the Act must be prepared in accordance with generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting, or the CPA Canada Public Sector Accounting Handbook, as amended from time to time. 16 Dec 2022 SR 92/2022 s4-1. 30 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 Contents of financial review report or audit report 4‑2(1) Unless the Act or another provision of these regulations provides otherwise, for the purposes of sections 13-7 and 13-8 of the Act, a person conducting a review of the financial statements of a corporation must conduct a review and prepare a report based on that review in accordance with generally accepted auditing standards as set out in the CPA Canada Handbook – Assurance, as amended from time to time. (2) Unless the Act or another provision of these regulations provides otherwise, for the purposes of section 13-14 of the Act, an auditor who is required to make an examination must conduct the examination and prepare the report required by that section in accordance with generally accepted auditing standards as set out in the CPA Canada Handbook – Assurance, as amended from time to time. 16 Dec 2022 SR 92/2022 s4-2. Dispensing with auditor – charitable corporation 4‑3(1) For the purposes of subsection 13-8(1) of the Act, the members of a charitable corporation whose revenues are less than $500,000 in the previous fiscal year may resolve not to appoint an auditor. (2) For the purposes of subsection 13-8(3) of the Act, the members of a charitable corporation whose revenues are less than $100,000 in the previous fiscal year may resolve not to appoint an auditor or a person to conduct a review of the financial statements of the corporation. 16 Dec 2022 SR 92/2022 s4-3. PART 5 General Maximum fee for security certificate 5‑1 The maximum fee that a corporation may charge pursuant to subsection 6-4(2) of the Act for a security certificate with respect to a transfer is $20. 16 Dec 2022 SR 92/2022 s5-1. Electronic signature re security certificate 5‑2 For the purposes of subsection 6-4(4) of the Act, “signed manually” includes an electronic signature. 16 Dec 2022 SR 92/2022 s5-2. Notice re amalgamation 5‑3(1) For the purposes of clause 14-12(3)(a) of the Act, the prescribed amount is $2,000. (2) For the purposes of clause 14-12(3)(b) of the Act, a notice must be published: (a) once in a newspaper published or distributed in the place where the corporation has its physical registered office, with reasonable notice of that publication also given in each province in Canada where the corporation carries on business; or (b) on each amalgamating corporation’s website or social media account in a manner that is easily accessible to the public, for a minimum period of one week. 16 Dec 2022 SR 92/2022 s5-3. 31 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 Notices re liquidation and dissolution 5‑4(1) For the purposes of clauses 16-4(7)(b) and 16-18(4)(b) of the Act, a notice must be published: (a) once in a newspaper published or distributed in the place where the corporation has its physical registered office; or (b) on the corporation’s website or social media account in a manner that is easily accessible to the public, for a minimum period of one week. (2) For the purposes of clause 16-10(4)(a) of the Act, a notice must be published: (a) once in each week before the time appointed for a hearing in a newspaper published or distributed in the place where the corporation has its physical registered office; (b) on the corporation’s website or social media account in a manner that is easily accessible to the public, for the period mentioned in clause (a); or (c) in any other manner ordered by the court. (3) For the purposes of clause 16-16(b) of the Act, a notice must be published: (a) once a week for 2 consecutive weeks in a newspaper published or distributed in the place where the corporation has its physical registered office; or (b) on the corporation’s website or social media account in a manner that is easily accessible to the public, for a minimum of 2 consecutive weeks. 16 Dec 2022 SR 92/2022 s5-4. Application to court re oppression 5‑5 For the purposes of subsection 18-4(8) of the Act, a complainant may not apply pursuant to section 18-4 of the Act if a remedy is available pursuant to The Reviewable Transactions Act. 16 Dec 2022 SR 92/2022 s5-5. Notice and documents sent by Registrar 5‑6(1) For the purposes of section 19-6 of the Act, the Registrar may send a notice or other document by any of the following methods: (a) ordinary mail; (b) registered mail; (c) prepaid courier; (d) subject to subsection 2-1(3), if the notice or document is being sent to a corporation, by email sent to the corporate email address; (e) if the notice or document is being sent to a person other than a corporation, and that person provides an email address to the Registrar, by email sent to that email address, unless the person wishes to receive notices and documents in a non-electronic form. 32 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 (2) A notice or document sent pursuant to subsection (1) is deemed to be received on the earlier of: (a) the day the intended recipient actually receives the notice or document; and (b) the seventh day following the date the notice or document is sent, unless the intended recipient establishes that, through no fault of the recipient, the recipient did not receive the notice or document or received it at a later date. 16 Dec 2022 SR 92/2022 s5-6. Service on Registrar 5‑7(1) For the purposes of clause 19-7(1)(c) of the Act, a document may be served on the Registrar by registered mail delivered to the Registrar’s office. (2) For the purposes of subsection 19-7(2) of the Act, service of a document is to be proved by an affidavit of service specifying when, where, how and by whom service was effected. (3) An original or true copy of each document served must be attached to the affidavit of service as an exhibit to the affidavit. 16 Dec 2022 SR 92/2022 s5-7. Notice published by Registrar 5‑8 If the Act provides the Registrar authority to publish a notice or other document in the prescribed manner, the Registrar may publish the notice or document: (a) in a newspaper having general distribution in Saskatchewan; (b) on a website or social media account in a manner that is easily accessible to the public; or (c) in the Gazette. 16 Dec 2022 SR 92/2022 s5-8. Retention of documents 5‑9 For the purposes of section 21-5 of the Act, the prescribed period is 6 years from the date on which the Registrar receives a document. 16 Dec 2022 SR 92/2022 s5-9. 33 NON-PROFIT CORPORATIONS, 2022 SR 92/2022 PART 6 Repeal and Coming into Force RRS c N‑4.2 Reg 1 repealed 6‑1 The Non‑profit Corporations Regulations, 1997 are repealed. 16 Dec 2022 SR 92/2022 s6-1. Coming into force 6‑2(1) Subject to subsection (2), these regulations come into force on the day on which section 1-1 of The Non‑profit Corporations Act, 2022 comes into force. (2) If these regulations are filed with the Registrar of Regulations after the day on which section 1-1 of The Non‑profit Corporations Act, 2022 comes into force, these regulations come into force on the day on which they are filed with the Registrar of Regulations. 16 Dec 2022 SR 92/2022 s6-2. 34 SR 92/2022 NON-PROFIT CORPORATIONS, 2022 REGINA, SASKATCHEWAN Printed by the authority of THE KING’S PRINTER Copyright©2023
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Non-profit Corporations Regulations, 2022, SR 92/2022
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